Common use of Binding Effect; Assignability Clause in Contracts

Binding Effect; Assignability. (a) This Performance Guaranty shall be binding upon and inure to the benefit of the Servicer Performance Guarantor, Servicer and Beneficiary and their respective successors and permitted assigns. No assignment or delegation of this Performance Guaranty or of any rights or obligations hereunder may be made by the Servicer Performance Guarantor, Servicer or Beneficiary without the prior written consent of the others (and any attempted assignment hereof without such required consents shall be void); provided, however, (i) with prior notice to the Servicer and the Beneficiary, the Servicer Performance Guarantor may assign, and, with respect to any Servicer Performance Guarantor other than General Electric Company, following any downgrade of the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required Rating, shall promptly assign, this Performance Guaranty and all of its rights and obligations hereunder to any person or entity that at the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of the Servicer Performance Guarantor hereunder, and no such assignment shall require the consent of the Beneficiary or the Servicer, (ii) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of Section 6.2 of the Servicing Agreement. Upon any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicable, (A) the references in this Performance Guaranty to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunder.

Binding Effect; Assignability. (a) This Performance Guaranty Note Purchase Agreement shall be binding upon and inure to on the benefit of the Servicer Performance Guarantor, Servicer and Beneficiary parties hereto and their respective successors and permitted assigns. No assignment or delegation ; provided, however, that the Issuer may not assign any of this Performance Guaranty or of any its rights or obligations delegate any of its duties hereunder may be made by or under any of the Servicer Performance Guarantor, Servicer or Beneficiary other Transaction Documents to which it is a party without the prior written consent of the others Funding Agent. No provision of this Note Purchase Agreement or any other Transaction Document shall in any manner restrict the ability of any Purchaser to assign, participate, grant security interests in, or otherwise transfer any portion of its interest in the VFN (and its rights to receive any attempted payments in respect thereof, including in connection with any collateral securing payment with respect to such VFN); provided, that any such transfer, participation or assignment hereof without shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture; provided, further, that unless otherwise consented to by the Issuer, such required consents transferee, participant or assignee shall have executed and delivered to the Issuer, the Trustee and the Funding Agent a Transfer Supplement (as defined in subsection (b) below), with such changes as shall be voidreasonably acceptable to the Issuer. Without limiting the foregoing, any Conduit Purchaser may, in one or a series of transactions, transfer all or any portion of its interest in the VFN, and its rights and obligations under the Transaction Documents to a Conduit Assignee, a Committed Purchaser or any bank or other financial institution providing liquidity or credit support to the Conduit Purchaser under the Asset Purchase Agreement. (b) Each Committed Purchaser may assign to one or more Persons (each an “Assignee Committed Purchaser”), reasonably acceptable to the Issuer and the Funding Agent a portion of such Purchaser’s commitment in respect of its Purchaser Percentage of the Maximum Funded Amount (for each such Purchaser, the “Commitment”) pursuant to a supplement hereto, substantially in the form of Exhibit C with any changes as have been approved by the parties thereto (a “Transfer Supplement”), executed by each such Assignee Committed Purchaser, the assignor Committed Purchaser, and the Funding Agent; provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture. Any such assignment by a Committed Purchaser pursuant to this paragraph cannot be for an amount less than $10,000,000. Upon (i) the execution of the Transfer Supplement, (ii) delivery of an executed copy thereof to the Issuer and the Funding Agent and (iii) solely to the extent such assignor Committed Purchaser has any portion of the Aggregate Purchaser Funded Amount outstanding, payment by the Assignee Committed Purchaser to the assignor Committed Purchaser of the agreed purchase price, such assignor Committed Purchaser shall be released from its obligations hereunder to the extent of such assignment and such Assignee Committed Purchaser shall for all purposes herein be a Committed Purchaser party hereto and shall have all the rights and obligations of a Committed Purchaser hereunder to the same extent as if it were an original party hereto. The amount of the Commitment of the assignor Committed Purchaser allocable to such Assignee Committed Purchaser shall be equal to the amount of the portion of the Commitment of the assignor Committed Purchaser transferred, regardless of the purchase price paid therefor. The Transfer Supplement shall be an amendment hereof only to the extent necessary to reflect the addition of such Assignee Committed Purchaser as an “Committed Purchaser” and any resulting adjustment of the assignor Committed Purchaser’s Commitment. (c) Any Purchaser may, in the ordinary course of its business and in accordance with applicable law, 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 Agreements; provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture. Notwithstanding any such sale by a Purchaser of participating interests to a Participant, such Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, and the other parties hereto shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations under this Note Purchase Agreement. Each Participant shall be entitled to the benefits of Article VIII; provided, however, (i) with prior notice that all amounts payable to any such Participant shall be limited to the Servicer amounts which would have been payable to the Purchaser selling such participating interest had such interest not been sold. (d) This Note Purchase Agreement shall create and constitute the Beneficiarycontinuing obligation of the parties hereto in accordance with its terms, the Servicer Performance Guarantor may assign, and, and shall remain in full force and effect until such time as all amounts payable with respect to any Servicer Performance Guarantor other than General Electric Company, following any downgrade of the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required Rating, shall promptly assign, this Performance Guaranty and all of its rights and obligations VFN or hereunder to any person or entity that at the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of the Servicer Performance Guarantor hereunder, and no such assignment shall require the consent of the Beneficiary or the Servicer, (ii) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of Section 6.2 of the Servicing Agreement. Upon any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicable, (A) the references in this Performance Guaranty to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderbeen paid in full.

Binding Effect; Assignability. (a) This Performance Guaranty Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorBorrower, Servicer and Beneficiary the Lenders, the Managing Agents, the Administrative Agent, the Collection Agent, and their respective successors and permitted assigns. No assignment or delegation . (b) The Borrower may not assign any of this Performance Guaranty or of any its rights or obligations delegate any of its duties hereunder may be made by or under the Servicer Performance Guarantor, Servicer or Beneficiary other Facility Documents without the prior written consent of the others Administrative 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. (c) 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 a Federal Reserve Bank or any similar entity or federal program, without notice to or consent of the Borrower (and without the execution of any attempted document in connection therewith); provided that no such assignment hereof without under this clause (c) shall release a Lender from any of its obligations hereunder or substitute any such required consents 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 parties 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 voideffective as of the date specified in the 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 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 the Register shall be conclusive absent manifest error, and the Borrower, the 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 banks or other entities in or to all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment); provided, however, that (i) such Lender’s obligations under this Agreement (including its Commitment to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties to this Agreement for the performance of such obligations, (iii) 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 prior such Lender in connection with such Lender’s rights and obligations under this 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 Servicer and contrary. For the Beneficiaryavoidance of doubt, the Servicer Performance Guarantor may assignAdministrative 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), and, with respect to any Servicer Performance Guarantor other than General Electric Company, following any downgrade 871(h)(2) and 881(c)(2) of the long-term debt rating Code. (v) such Lender obtains a representation from any proposed assignee of such Servicer Performance Guarantor below participation that either (i) the Guarantor Required Rating, shall promptly assign, this Performance Guaranty assignee is not acquiring and all will not hold the participation with “plan assets” of its rights and obligations hereunder to any person “benefit plan investor” within the meaning of Section 3(42) of ERISA or entity that at the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of the Servicer Performance Guarantor hereunder, and no such assignment shall require the consent of the Beneficiary or the Servicer, (ii) Beneficiary may grantthe acquisition and holding by the assignee of the participation will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. (f) The Lenders may, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed assignment or participation by any of them or any proposed assignment or participation pursuant to this Section 10.06, disclose to the terms of Section 6.2 assignee or participant or proposed assignee or participant any information relating to the Borrower, the Collection Agent and the Collateral furnished to such Lender by or on behalf of the Servicing Agreement. Upon Borrower or the Collection Agent; provided that prior to any such permitted assignment disclosure of information designated by the Servicer Performance Guarantor Borrower as confidential, each such assignee or Servicer, as applicable, participant or proposed assignee or participant shall executed an agreement whereby such assignee or participant shall agree (Asubject to customary exceptions) to preserve the references in this Performance Guaranty confidentiality of such confidential information on terms no less restrictive than those applicable to the Servicer Performance Guarantor or Servicer, as applicable, shall apply Lenders pursuant to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderSection 10.14.

Binding Effect; Assignability. (a) This Performance Guaranty Agreement shall be binding upon and inure to the benefit of the Servicer Performance Guarantor, Servicer and Beneficiary parties hereto and their respective successors and permitted assigns. (b) Notwithstanding anything to the contrary contained herein, this Agreement may not be assigned by the Purchaser or the Seller except as permitted by this Section 10.13 or the Loan and Servicing Agreement. No assignment or delegation Simultaneously with the execution and delivery of this Performance Guaranty or of any rights or obligations hereunder may be made by the Servicer Performance Guarantor, Servicer or Beneficiary without the prior written consent of the others (and any attempted assignment hereof without such required consents shall be void); provided, however, (i) with prior notice to the Servicer and the BeneficiaryAgreement, the Servicer Performance Guarantor may assign, and, with respect to any Servicer Performance Guarantor other than General Electric Company, following any downgrade of the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required Rating, shall promptly assign, this Performance Guaranty and Purchaser will assign all of its rights right, title and interest in this Agreement to the Collateral Agent, for the benefit of the Secured Parties, to which assignment the Seller hereby expressly consents. Upon assignment, the Seller agrees to perform its obligations hereunder to any person or entity that at for the time benefit of the Collateral Agent, for the benefit of the Secured Parties, under the Loan and Servicing Agreement and the Collateral Agent, in such assignment is capacity, shall be a Permitted Guarantor Assignee third party beneficiary hereof. Upon such assignment, the Collateral Agent, for the benefit of the Secured Parties, under the Loan and that expressly assumes all Servicing Agreement may enforce the provisions of this Agreement, exercise the rights of the Purchaser and enforce the obligations of the Servicer Performance Guarantor Seller hereunder without joinder of the Purchaser. (c) The Seller hereby acknowledges that the Administrative Agent is the beneficiary of a collateral assignment of this Agreement pursuant to Section 2.11 of the Loan and Servicing Agreement and the Administrative Agent and each other Indemnified Party shall be express third party beneficiaries of the Purchaser’s rights hereunder, and no such assignment shall require including but not limited to the consent Purchaser’s right to indemnification set forth in Section 9.1, subject, in each case, to each of the Beneficiary or limitations, restrictions and conditions set forth in Section 2.11 of the ServicerLoan and Servicing Agreement with respect to the collateral assignment of this Agreement; provided that, such collateral assignment and such third party beneficiary rights shall automatically terminate upon the irrevocable payment in full of the Obligations (iiother than contingent indemnity obligations as to which no claim has been made) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of Section 6.2 termination of the Servicing Agreement. Upon any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicable, (A) the references Commitments in this Performance Guaranty to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderfull.

Binding Effect; Assignability. (a) This Performance Guaranty shall be binding upon and inure to the benefit of the Servicer Performance Guarantor, Servicer Guarantor and Beneficiary and their respective successors and permitted assigns. No assignment or delegation of this Performance Guaranty or of any rights or obligations hereunder may be made by the Servicer Performance Guarantor, Servicer Guarantor or Beneficiary without the prior written consent of the others other (and any attempted assignment hereof without such required consents shall be void); provided, however, (i) with prior notice to the Servicer and the Beneficiary, the Servicer Performance Guarantor may assign, and, with respect to any Servicer Performance Guarantor other than General Electric Company, following any downgrade of the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required Rating, shall promptly assign, assign this Performance Guaranty and all of its rights and obligations hereunder to any person or entity that at the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of the Servicer Performance Guarantor hereunder, and no such assignment shall require hereunder without the consent of the Beneficiary or the Servicer, any assignee thereof and (ii) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of Section 6.2 of the Servicing AgreementIndenture. Upon any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicableGuarantor, (A) the references in this Performance Guaranty to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the IndentureIndenture (and for the avoidance of doubt, at no time prior thereto), the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunder.

Binding Effect; Assignability. (a) This Performance Guaranty Note Purchase Agreement shall be binding upon and inure to on the benefit of the Servicer Performance Guarantor, Servicer and Beneficiary parties hereto and their respective successors and permitted assigns. No assignment or delegation ; provided, however, that the Issuer may not assign any of this Performance Guaranty or of any its rights or obligations delegate any of its duties hereunder may be made by or under any of the Servicer Performance Guarantor, Servicer or Beneficiary other Transaction Documents to which it is a party without the prior written consent of the others Funding Agent. No provision of this Note Purchase Agreement or any other Transaction Document shall in any manner restrict the ability of any Purchaser to assign, participate, grant security interests in, or otherwise transfer any portion of its interest in the VFN (and its rights to receive any attempted payments in respect thereof, including in connection with any collateral securing payment with respect to such VFN); provided, that any such transfer, participation or assignment hereof without shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture; provided, further, that unless otherwise consented to by the Issuer, such required consents transferee, participant or assignee shall have executed and delivered to the Issuer, the Trustee and the Funding Agent a Transfer Supplement (as defined in subsection (b) below), with such changes as shall be voidreasonably acceptable to the Issuer. Without limiting the foregoing, the Conduit Purchaser may, in one or a series of transactions, transfer all or any portion of its interest in the VFN, and its rights and obligations under the Transaction Documents to a Conduit Assignee, a Committed Purchaser or any bank or other financial institution providing liquidity or credit support to the Conduit Purchaser under the Asset Purchase Agreement without the consent of the Issuer. (b) Each Committed Purchaser may assign to one or more Persons (each an “Assignee Committed Purchaser”), reasonably acceptable to the Issuer and the Funding Agent a portion of such Purchaser’s commitment in respect of its Purchaser Percentage of the Maximum Funded Amount (for each such Purchaser, the “Commitment”) pursuant to a supplement hereto, substantially in the form of Exhibit C with any changes as have been approved by the parties thereto (a “Transfer Supplement”), executed by each such Assignee Committed Purchaser, the assignor Committed Purchaser, and the Funding Agent; provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture. Any such assignment by a Committed Purchaser pursuant to this paragraph cannot be for an amount less than $10,000,000. Upon (i) the execution of the Transfer Supplement, (ii) delivery of an executed copy thereof to the Issuer and the Funding Agent and (iii) solely to the extent such assignor Committed Purchaser has any portion of the Aggregate Purchaser Funded Amount outstanding, payment by the Assignee Committed Purchaser to the assignor Committed Purchaser of the agreed purchase price, such assignor Committed Purchaser shall be released from its obligations hereunder to the extent of such assignment and such Assignee Committed Purchaser shall for all purposes herein be a Committed Purchaser party hereto and shall have all the rights and obligations of a Committed Purchaser hereunder to the same extent as if it were an original party hereto. The amount of the Commitment of the assignor Committed Purchaser allocable to such Assignee Committed Purchaser shall be equal to the amount of the portion of the Commitment of the assignor Committed Purchaser transferred, regardless of the purchase price paid therefor. The Transfer Supplement shall be an amendment hereof only to the extent necessary to reflect the addition of such Assignee Committed Purchaser as an “Committed Purchaser” and any resulting adjustment of the assignor Committed Purchaser’s Commitment. (c) Any Purchaser may, in the ordinary course of its business and in accordance with applicable law, 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 Agreements; provided, that any such transfer, participation or assignment shall only be made in compliance with the transfer restrictions set forth herein and in the Indenture. Notwithstanding any such sale by a Purchaser of participating interests to a Participant, such Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, and the other parties hereto shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations under this Note Purchase Agreement. Each Participant shall be entitled to the benefits of Article VIII; provided, however, (i) with prior notice that all amounts payable to any such Participant shall be limited to the Servicer amounts which would have been payable to the Purchaser selling such participating interest had such interest not been sold. (d) This Note Purchase Agreement shall create and constitute the Beneficiarycontinuing obligation of the parties hereto in accordance with its terms, the Servicer Performance Guarantor may assign, and, and shall remain in full force and effect until such time as all amounts payable with respect to any Servicer Performance Guarantor other than General Electric Company, following any downgrade of the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required Rating, shall promptly assign, this Performance Guaranty and all of its rights and obligations VFN or hereunder to any person or entity that at the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of the Servicer Performance Guarantor hereunder, and no such assignment shall require the consent of the Beneficiary or the Servicer, (ii) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of Section 6.2 of the Servicing Agreement. Upon any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicable, (A) the references in this Performance Guaranty to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderbeen paid in full.

Binding Effect; Assignability. (a) This Performance Guaranty Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorBorrower, Servicer and Beneficiary the Administrative Agent, the Conduit Lenders, the Facility Agents, the Alternate Lenders, the Program Support Providers, the Trustee, the Eligible Lender Trustee and their respective successors and permitted assigns. No assignment This Agreement and the rights and obligations of the Conduit Lenders, the Facility Agents, the Alternate Lenders and the Program Support Providers hereunder and interests herein shall be assignable in whole or delegation in part (including by way of this Performance Guaranty the sale of participation interests therein) by the Conduit Lenders, the Facility Agents, the Alternate Lenders, the Program Support Providers and their successors and assigns; provided, however, that the Conduit Lenders, the Facility Agents, the Alternate Lenders and the Program Support Providers shall not transfer or assign its interests in the Notes if immediately after such transfer or assignment, the Subordinate Notes would be owned by more than 100 persons as described in Section 1.7704-1(h) of the Treasury Regulations and as described in Section 3(c)(1) of the Investment Company Act of 1940, as amended. The Borrower may not assign any of its rights or and obligations hereunder may be made by the Servicer Performance Guarantor, Servicer or Beneficiary any interest herein without the prior written consent of the others (Administrative Agent, the Facility Agents and any attempted S&P. The parties to each assignment hereof without or participation made pursuant to this Section shall execute and deliver to the Borrower and the Administrative Agent for their acceptance and recording in their respective books and records, an assignment or a participation agreement or other transfer instrument reasonably satisfactory in form and substance to the Borrower and the Administrative Agent. Each such required consents assignment or participation shall be void); providedeffective as of the date specified in the agreement or instrument only after the execution, howeverdelivery, (i) with prior notice to acceptance and recording as described in the Servicer preceding sentence. The Conduit Lenders, the Facility Agents, the Alternate Lenders and the BeneficiaryProgram Support Providers shall each notify the Borrower of any assignment or participation thereof made pursuant to this Section. For the avoidance of doubt, the Servicer Performance Guarantor may assign, and, with respect to parties hereto acknowledge and agree that any Servicer Performance Guarantor other than General Electric Company, following any downgrade of the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required Rating, shall promptly assign, this Performance Guaranty and all of its Conduit Lender my assign it rights and obligations hereunder and under the Notes to any person other commercial paper conduit administered by its Facility Agent or entity that at the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of the Servicer Performance Guarantor hereunder, and no such assignment shall require its affiliates without the consent of the Beneficiary Borrower or the Servicer, (ii) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of Section 6.2 of the Servicing Agreement. Upon any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicable, (A) the references in this Performance Guaranty to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderother Person.

Binding Effect; Assignability. (a) This Performance Guaranty Note Purchase Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorTransferor, Servicer Nordstrom fsb, the Administrative Agent, each Agent and Beneficiary each Purchaser party to this Note Purchase Agreement and their respective successors and permitted assigns. No assignment assigns (including any subsequent holders of the Class A Note); provided, however, that the Transferor shall not have the right to assign its rights hereunder or delegation any interest herein (by operation of this Performance Guaranty law or of any rights or obligations hereunder may be made by the Servicer Performance Guarantor, Servicer or Beneficiary otherwise) without the prior written consent of the others Administrative Agent and each Agent. Each Agent agrees that it shall not transfer a Note without the Transferor’s consent, unless such transfer (x) is to a Committed Purchaser or Liquidity Purchaser, (y) is to a RIC or (z) occurs after the commencement of the Early Amortization Period. (b) Without the consent of any other party hereto, each Purchaser party to this Note Purchase Agreement may assign all or a portion of its rights and obligations under this Note Purchase Agreement to any attempted other Purchaser, to any financial or other institution, or other Person. The parties to each such assignment hereof without shall execute and deliver an Assignment and Acceptance to the Agent for the Purchaser Group of such required consents assigning Purchaser, and the Agent shall promptly notify the Transferor of such assignment. From and after the effective date of such Assignment and Acceptance, the assigning Purchaser shall be void)relieved of its obligations hereunder to the extent so assigned. (c) Any Purchaser may (i) in the ordinary course of its business and in accordance with applicable law, 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 or (ii) at any time pledge or grant a security interest in all or any portion of its rights under this Note Purchase Agreement to secure obligations of such Purchaser to a Federal Reserve Bank; provided that no such pledge or grant of a security interest shall release a Purchaser from any of its obligations hereunder, or substitute any such pledgee or grantee for such Purchaser as a party hereto. Notwithstanding any such sale by a Purchaser of participating interests to a Participant, such Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, and the Transferor and the Agent for such Purchaser shall continue to deal solely and directly with such Purchaser in connection with 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; provided, however, (i) with prior notice that all amounts payable by the Transferor to any such Participant shall be limited to the Servicer amounts which would have been payable to the Purchaser selling such participating interest had such interest not been sold. (d) This Note Purchase Agreement shall create and constitute the Beneficiarycontinuing obligation of the parties hereto in accordance with its terms, the Servicer Performance Guarantor may assign, and, and shall remain in full force and effect until such time as all amounts payable with respect to any Servicer Performance Guarantor other than General Electric Company, following any downgrade of the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required Rating, shall promptly assign, this Performance Guaranty and all of its rights and obligations hereunder to any person or entity that at the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of the Servicer Performance Guarantor hereunder, and no such assignment shall require the consent of the Beneficiary or the Servicer, (ii) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of Section 6.2 of the Servicing Agreement. Upon any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicable, (A) the references in this Performance Guaranty to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee Class A Note shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderbeen paid in full.

Binding Effect; Assignability. (a) This Performance Guaranty Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorSeller, Servicer the Servicer, the Conduit Purchaser, the Committed Purchaser and Beneficiary the Administrative Agent and their respective successors and permitted assigns. No assignment Neither the Seller nor the Servicer may assign, transfer, hypothecate or delegation otherwise convey any of this Performance Guaranty or of any their respective rights or obligations hereunder may be made by the Servicer Performance Guarantor, Servicer or Beneficiary interests herein without the express prior written consent of the others (and any attempted assignment hereof without such required consents shall be void); providedConduit Purchaser, however, (i) with prior notice to the Servicer Committed Purchaser and the Beneficiary, Administrative Agent and unless the Servicer Performance Guarantor may assign, and, 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 Performance Guarantor other than General Electric Company, following any downgrade without the prior express written consent of the long-term debt rating of such Servicer Performance Guarantor below Conduit Purchaser, the Guarantor Required RatingCommitted Purchaser and the Administrative Agent shall be void. (b) The Conduit Purchaser, shall promptly assignthe Committed Purchaser or the Administrative Agent may, this Performance Guaranty and all at any time, assign any of its rights and obligations hereunder or interests herein to any person Person which has a short-term debt rating of at least A-1 by S&P and P-1 by Moody's, and any such assignee may further assign at any time its rights xxx xxxigations hereunder or entity that at interests herein (including any rights it may have in and to the time Purchaser Interests and the Seller Collateral and any rights it may have to exercise remedies hereunder), in each case without the consent of any Originator, the Seller or the Servicer. The Seller acknowledges and agrees that, upon any such assignment is a Permitted Guarantor Assignee and that expressly assumes assignment, the assignee thereof may enforce directly, without joinder of any Purchaser, all of the obligations of the Servicer Performance Guarantor Seller hereunder, and no such assignment shall require . (c) The Seller hereby acknowledges that in accordance with the consent provisions of the Beneficiary or LAPA, on the Servicer, (ii) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of Section 6.2 day of the Servicing Agreement. Upon any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicableCommitted Purchaser Funding Event, (A) the references in this Performance Guaranty Liquidity Lenders may purchase from the Conduit Purchaser all or any part of the Purchaser Interests sold by the Seller hereunder on each Purchase Date prior to the Servicer Performance Guarantor or ServicerCommitted Purchaser Funding Event, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from Conduit Purchaser may assign all or any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee part of its security rights and interest in this Performance Guaranty when permitted by the Indenture, Seller Collateral to the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderLiquidity Lenders.

Binding Effect; Assignability. (a) This Performance Guaranty Agreement shall ----------------------------- be binding upon and inure to the benefit of each of the Servicer Performance Guarantor, Servicer Seller and Beneficiary the Purchaser and their respective successors and permitted assigns. No assignment or delegation of this Performance Guaranty or of any ; provided, however, that the Seller -------- ------- may not assign its rights or obligations hereunder may be made by the Servicer Performance Guarantor, Servicer or Beneficiary any interest herein without the prior written consent of the others Purchaser. (b) Without limiting the foregoing, the Seller acknowledges that the Purchaser has and intends to sell percentage interests in the Receivables pursuant to the Xxxxxx Agreement and/or the Citibank Agreement, including, without limitation, (i) the right of the Purchaser, at any time, to enforce this Agreement against the Seller and (ii) the right, at any time, to give or withhold consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, or the obligations in respect of the Seller and the Collection Agent hereunder to the same extent as the Purchaser may do. The Seller agrees that the Agent (and any attempted other permitted assignee of the Purchaser or the Agent under the Xxxxxx Agreement or the Citibank Agreement) shall have the right, as the assignee of the Purchaser (or the assignee of such assignee), to enforce this Agreement and to exercise directly all of the Purchaser's rights and remedies under this Agreement to the same extent as the Purchaser might do. The Seller further agrees (i) to send to the Agent a copy of all notices, financial statements and certificates required to be given by the Seller to the Purchaser hereunder and (ii) upon its receipt of a notice of further assignment hereof without by the Purchaser or an assignee of the Purchaser, to send the assignee identified in such notice a copy of all such notices and other statements and certificates required consents to be given by the Seller to the Purchaser hereunder. The Purchaser and the Seller each hereby acknowledge and agree that the Agent and the other parties to the Xxxxxx Agreement and the Citibank Agreement have each relied upon the terms and provisions set forth in this Agreement in entering into such agreements. (c) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Facility Termination Date, as no Capital of any Share shall be void)outstanding and all other amounts then due and payable under this Agreement shall have been paid; provided, however, (i) with prior notice to the Servicer that -------- ------- rights and the Beneficiary, the Servicer Performance Guarantor may assign, and, remedies with respect to any Servicer Performance Guarantor other than General Electric Company, following breach of (i) any downgrade of representation and warranty made by the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required Rating, shall promptly assign, this Performance Guaranty and all of its rights and obligations hereunder Seller pursuant to any person or entity that at the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of the Servicer Performance Guarantor hereunder, and no such assignment shall require the consent of the Beneficiary or the ServicerArticle IV, (ii) Beneficiary may grantany covenant made by the Seller pursuant to Section 9.07 or 9.08, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) the indemnification and reimbursement provisions of Article VIII and Section 4.5, Servicer may assign its rights 9.06 shall be continuing and obligations hereunder in connection with shall survive any Successor Servicer appointed pursuant to the terms termination of Section 6.2 of the Servicing this Agreement. Upon any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicable, (A) the references in this Performance Guaranty to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunder.

Binding Effect; Assignability. (a) This Performance Guaranty Agreement shall ----------------------------- be binding upon and inure to the benefit of the Servicer Performance GuarantorBorrower, Servicer and Beneficiary the Servicer, the Agent, the Securitization Lender and their respective successors and permitted assignsassigns (which successors of the Borrower shall include a trustee in bankruptcy). No assignment or delegation This Agreement shall create and constitute the continuing obligations of this Performance Guaranty or the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Termination Date, as the Collection Date shall occur; provided, however, that the rights and remedies -------- ------- with respect to any breach of any rights or obligations hereunder may be representation and warranty made by the Servicer Performance Guarantor, Servicer Borrower pursuant to Article IV and the indemnification and payment provisions ---------- of Article IX and Article X shall be continuing and shall survive any ---------- --------- termination of this Agreement for one year. (b) The Borrower may not assign any of its rights and obligations hereunder or Beneficiary any interest herein without the prior written consent of the others (and any attempted assignment hereof without such required consents shall be void); provided, however, (i) with prior notice to the Servicer Securitization Lender and the BeneficiaryAgent. (c) The Securitization Lender may, without the Servicer Performance Guarantor may assign, and, with respect to any Servicer Performance Guarantor other than General Electric Company, following any downgrade consent of the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required RatingBorrower, shall promptly assign, this Performance Guaranty and assign at any time all of its rights and obligations hereunder and interest herein to any person Person, except that if such Person is not CNAI, Citibank or entity that at any other affiliate of Citicorp, the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of Securitization Lender shall be required to acquire the obligations of the Servicer Performance Guarantor hereunder, and no such assignment shall require the prior written consent of the Beneficiary or the Servicer, (ii) Beneficiary may grant, Agent and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest Borrower to any such assignment. Any permitted assignee of the Securitization Lender as described in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer preceding sentence may further assign at any time its rights and obligations hereunder or interests herein with the consent of the Agent and the Borrower to the extent required in connection 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 Securitization Lender, and the resigning Securitization Lender shall be discharged from its duties and obligations as Securitization Lender hereunder. The Borrower and the Servicer agree to execute or obtain such other documentation as may be reasonably requested by the assigning Securitization Lender in order to effectuate such assignment. (d) At any Successor Servicer appointed time and from time to time, the Securitization Lender may, without the consent of the Borrower, assign all or a portion of its interests in Pledged Assets hereunder to the Liquidity Providers pursuant to the Asset Purchase Agreement. The Liquidity Providers shall also be entitled to sell their interests (or portions thereof) to other Liquidity Providers pursuant to the terms of Section 6.2 of the Servicing Asset Purchase Agreement. Upon The Securitization Lender or the Liquidity Provider making any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicable, (A) the references in this Performance Guaranty shall provide notice to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement Borrower of any further action by any person assignment hereunder or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderthereunder.

Binding Effect; Assignability. (a) This Performance Guaranty Triple-A Purchase Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorSeller, Servicer and Beneficiary Triple-A, the Collateral Agent and their respective successors and permitted assignsassigns (which successors of the Seller shall include a trustee in bankruptcy). No assignment or delegation The Seller may not assign any of this Performance Guaranty or of any its rights or and obligations hereunder may be made by the Servicer Performance Guarantor, Servicer or Beneficiary any interest herein without the prior written consent of the others (and any attempted assignment hereof without such required consents shall be void); provided, however, (i) with prior notice to the Servicer Triple-A and the Beneficiary, Collateral Agent. Each of Triple-A and the Servicer Performance Guarantor Collateral Agent may assign, and, with respect to assign at any Servicer Performance Guarantor other than General Electric Company, following any downgrade of the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required Rating, shall promptly assign, this Performance Guaranty and all of time its rights and obligations hereunder and interests herein to any person or entity that at the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of the Servicer Performance Guarantor hereunder, and no such assignment shall require other Person without the consent of the Beneficiary or Seller. Without limiting the Servicerforegoing, (ii) Beneficiary may grant, and the Servicer Performance Guarantor Seller hereby acknowledges that Beneficiary Triple-A has granted, a security interest in this Performance Guaranty and its rights herein agreed pursuant to the Indenture Trustee under the Indenture Liquidity Agreement and (iii) certain related agreements that, subject to clause (d) of Section 4.5the restrictions set forth therein, Servicer may assign its rights and obligations hereunder certain parties providing credit enhancements and/or liquidity for Triple-A in connection with any Successor Servicer appointed the Triple-A Purchase Agreement shall be entitled to exercise Triple-A's rights under this Triple-A Purchase Agreement and in addition, shall constitute third-party beneficiaries of this Agreement. In addition, the Seller hereby acknowledges that Triple-A has agreed pursuant to the ING Purchase Agreement to sell an interest in the Purchased Assets to ING, subject to the terms of Section 6.2 set forth therein and that upon the occurrence of the Servicing Collection Date, ING shall be entitled to exercise all the rights and remedies of Triple-A contained herein and in the other ING Facility Documents. The Seller hereby consents to the foregoing and agrees to cooperate with any such Person electing to exercise Triple-A's rights under this Triple-A Purchase Agreement. Upon This Triple-A Purchase Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Termination Date, as the Combined Collection Date shall occur; PROVIDED, HOWEVER, that the rights and remedies with respect to any such permitted assignment breach of any representation and warranty made by the Servicer Performance Guarantor or Servicer, as applicable, (A) the references in Seller pursuant to Article IV and Article VIII shall be continuing and shall survive any termination of this Performance Guaranty to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderTriple-A Purchase Agreement.

Binding Effect; Assignability. (a) This Performance Guaranty Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorBorrower, Servicer and Beneficiary each Managing Agent, each Lender and their respective successors and permitted assigns. No assignment The Borrower may not assign, transfer, hypothecate or delegation otherwise convey any of this Performance Guaranty or of any its respective rights or obligations hereunder may be made or interests herein. Any such purported assignment, transfer, hypothecation or other conveyance by the Servicer Performance GuarantorBorrower without the prior express written consent of each Managing Agent shall be void. Except as provided in Section 4.2 of the Class A Agreement Regarding Loans, Servicer no Lender may assign, participate, grant security interests in, or Beneficiary otherwise transfer any portion of the Class A Notes without the prior written consent of the others Borrower. Each Lender that sells a participation shall, acting solely for this purpose as an agent 27 GE Capital Credit Card Master Note Trust, Loan Agreement (Series 2014-VFN[—], Class A) 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 Advances; provided that no Lender shall have any attempted assignment hereof without obligation to disclose all or any portion of such required consents register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or letters of credit) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or letter of credit is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in such register shall be void); providedconclusive absent manifest error, however, (i) with prior and such Lender shall treat each Person whose name is recorded in such register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the Servicer contrary. The Lenders and the BeneficiaryManaging Agent hereby agree not to amend, waive, terminate or otherwise modify the Servicer Performance Guarantor may assign, and, with respect to any Servicer Performance Guarantor other than General Electric Company, following any downgrade of Class A Agreement Regarding Loans without the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required Rating, shall promptly assign, this Performance Guaranty and all of its rights and obligations hereunder to any person or entity that at the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of the Servicer Performance Guarantor hereunder, and no such assignment shall require the prior written consent of the Beneficiary or the Servicer, (ii) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein Borrower. Notwithstanding anything to the Indenture Trustee under contrary herein or in the Indenture and Class A Agreement Regarding Loans, each Bank Sponsored Lender agrees that it will not permit the syndication of any Bank Sponsored Lender Liquidity Arrangement to any Person that is not a Committed Lender in such Bank Sponsored Lender’s Lender Group on the date hereof without the prior written consent of the Borrower, which consent shall not be unreasonably withheld. The Borrower hereby consents to any assignment, sale, participation or other transfer of any Class A Note or any interest therein without delivery of an Investment Letter (iiias defined in the Class A Agreement Regarding Loans) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of extent contemplated in Section 6.2 4.2 of the Servicing Agreement. Upon any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicable, Class A Agreement Regarding Loans. (Ab) the references in this Performance Guaranty to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event any Managing Agent or Lender assigns all of a foreclosure by their right, title and interest hereunder and under all other Related Documents, including its portion of Advances Outstanding and interest thereon; all references in the Indenture Trustee of its security interest Related Documents to “Managing Agent,” “Lender,” “Bank Sponsored Lender,” “Committed Lender” and “Affected Party” in this Performance Guaranty when permitted by any capacity shall mean and refer to the Indenture, the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderapplicable assignee(s).

Binding Effect; Assignability. (a) This Performance Guaranty Loan Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorBorrower, Servicer the Servicer, each of the Lenders and Beneficiary each of the Agents and their respective successors and permitted assigns. No assignment Neither the Borrower nor the Servicer may assign, transfer, hypothecate or delegation otherwise convey any of this Performance Guaranty or of any their respective rights or obligations hereunder may be made by the Servicer Performance Guarantor, Servicer or Beneficiary interests herein without the express prior written consent of each of the others (and any attempted assignment hereof without such required consents shall be void); provided, however, (i) with prior notice to the Servicer Lenders and the Beneficiary, Agents and unless the Servicer Performance Guarantor may assign, and, Rating Agency Condition shall have been satisfied with respect to any such assignment. Any such purported assignment, transfer, hypothecation or other conveyance by the Borrower or the Servicer Performance Guarantor other than General Electric Company, following any downgrade without the prior express written consent of each of the long-term debt rating Lenders and the Agents shall be void. (b) Any of such Servicer Performance Guarantor below the Guarantor Required RatingLenders or the Agents may, shall promptly assignwith the consent of the Borrower, this Performance Guaranty and all assign any of its rights and obligations hereunder or interests herein to any person Person and any such assignee may further assign at any time its rights and obligations hereunder or entity interests herein (including any rights it may have in and to the Trust Investments and the Borrower Collateral and any rights it may have to exercise remedies hereunder), provided that at the time consent of the Borrower is not required with respect to an assignment to an affiliate of any Lender or any Agent, or to a special purpose investment vehicle managed by any Agent or an affiliate thereof, so long as such assignment does not have a material adverse effect on the Borrower. The Borrower acknowledges and agrees that, upon any such assignment by a Lender, the assignee thereof may enforce directly, without joinder of such assignment is a Permitted Guarantor Assignee and that expressly assumes Lender, all of the obligations of the Servicer Performance Guarantor Borrower hereunder, and no such assignment shall require the consent of the Beneficiary or the Servicer, (ii) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of Section 6.2 of the Servicing Agreement. Upon any such permitted Any assignment by the Servicer Performance Guarantor or Servicer, as applicable, (A) the references in this Performance Guaranty a Lender to the Servicer Performance Guarantor or Servicer, as applicable, a foreign person shall apply to such assignee not be effective unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement Certificate of any further action Exemption required by any person or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunder.SECTION 2.05

Binding Effect; Assignability. (a) This Performance Guaranty Certificate Purchase Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorSeller, Servicer DFS, the Administrative Agent and Beneficiary the Purchasers party to this Agreement and their respective successors and permitted assigns. No assignment assigns (including any subsequent holders of the Certificates); provided, however, that the Seller shall not have the right to assign its rights hereunder or delegation any interest herein (by operation of this Performance Guaranty law or of any rights or obligations hereunder may be made by the Servicer Performance Guarantor, Servicer or Beneficiary otherwise) without the prior written consent of the others Administrative Agent. The Administrative Agent agrees that it shall not transfer a Certificate without the Seller's prior written consent, unless such transfer (x) is to a Committed Purchaser or Liquidity Purchaser, (y) is to a RIC or (z) occurs after the commencement of the Early Amortization Period. (b) Each of the Purchasers and the Administrative Agent shall comply with all of the provisions of Section 9.9 of the Supplement applicable to Series 1999-1 Certificateholders regardless of the fact that the Administrative Agent may be the Series 1999-1 Certificateholder. (c) Without the consent of the Seller, but subject to Section 11.04(b), each Committed Purchaser party to this Certificate Purchase Agreement may assign all or a portion of its rights and obligations under this Certificate Purchase Agreement to any attempted financial or other institution acceptable to the Administrative Agent. The parties to each such assignment hereof without shall execute and deliver an Assignment and Acceptance to the Administrative Agent, and the Administrative Agent shall promptly notify the Seller of such required consents assignment. From and after the effective date of such Assignment and Acceptance, the assigning Committed Purchaser shall be void)relieved of its obligations hereunder to the extent so assigned. (d) Any Purchaser may, in the ordinary course of its business and in accordance with applicable law, 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 Certificate Purchase Agreement. Notwithstanding any such sale by a Purchaser of participating interests to a Participant, such Purchaser's rights and obligations under this Certificate Purchase Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, and the Seller, the Administrative Agent and the other parties hereto shall continue to deal solely and directly with such Purchaser in connection with such Purchaser's rights and obligations under this Certificate Purchase Agreement. The Seller also agrees that each Participant shall be entitled to the benefits of Article IX hereof; provided, however, (i) with prior notice that all amounts payable by the Seller to any such Participant shall be limited to the Servicer amounts which would have been payable to the Purchaser selling such participating interest had such interest not been sold. (e) This Certificate Purchase Agreement shall create and constitute the Beneficiarycontinuing obligation of the parties hereto in accordance with its terms, the Servicer Performance Guarantor may assign, and, and shall remain in full force and effect until such time as all amounts payable with respect to any Servicer Performance Guarantor other than General Electric Company, following any downgrade of the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required Rating, shall promptly assign, this Performance Guaranty and all of its rights and obligations hereunder to any person or entity that at the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of the Servicer Performance Guarantor hereunder, and no such assignment shall require the consent of the Beneficiary or the Servicer, (ii) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of Section 6.2 of the Servicing Agreement. Upon any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicable, (A) the references in this Performance Guaranty to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee Certificates shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderbeen paid in full.

Binding Effect; Assignability. (a) This Performance Guaranty Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorBorrower, Servicer each Lender, each Managing Agent, each Administrator and Beneficiary the Administrative Agent and their respective successors and permitted assigns. No assignment The Borrower may not assign, transfer, hypothecate or delegation otherwise convey any of this Performance Guaranty or of any its rights or obligations hereunder may be made by the Servicer Performance Guarantor, Servicer or Beneficiary interests herein without the express prior written consent of the others (and any attempted assignment hereof Requisite Lenders. Any such purported assignment, transfer, hypothecation or other conveyance by the Borrower without such required consents the prior express written consent of the Requisite Lenders shall be void); provided. The parties hereto acknowledge and agree that, however, (i) with prior notice to the Servicer 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 Beneficiary, Administrative Agent agrees not to transfer any interest it may have in the Servicer Performance Guarantor may assign, and, with respect 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 Borrower hereby consents to any Servicer Performance Guarantor other than General Electric CompanyLender’s assignment or pledge of, following and/or sale of participations in, at any downgrade time or times after the Effective Date of the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required RatingRelated Documents, shall promptly assign, this Performance Guaranty and all of its rights and obligations hereunder to any person or entity that at the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of the Servicer Performance Guarantor hereunderAdvances, and no such assignment shall require the consent any Commitment or of the Beneficiary any portion thereof or the Servicerinterest therein, including any Lender’s rights, title, interests, remedies, powers or duties thereunder (ii) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of Section 6.2 of the Servicing Agreement. Upon any such permitted including an assignment by the Servicer Performance Guarantor Swing Line Lender of all or Servicer, as applicable, (A) the references in this Performance Guaranty to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee portion of its security interest Swing Line Commitment), whether evidenced by a writing or not, made in accordance with this Performance Guaranty when permitted by the Indenture, the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunder.Section 12.02

Binding Effect; Assignability. (a) This Performance Guaranty Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorBorrower, Servicer and Beneficiary the Servicer, the Agent, the Lenders and their respective successors and permitted assigns, (which successors of the Borrower shall include a trustee in bankruptcy and which successors of the Lenders shall include the Liquidity Providers). No assignment or delegation This Agreement shall create and constitute the continuing obligations of this Performance Guaranty or the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Termination Date, as the Collection Date shall occur; PROVIDED, HOWEVER, that the rights and remedies with respect to any breach of any rights or obligations hereunder may be representation and warranty made by the Servicer Performance Guarantor, Servicer Borrower pursuant to ARTICLE V and the indemnification and payment provisions of ARTICLE IX and ARTICLE X shall be continuing and shall survive any termination of this Agreement for one year. (b) The Borrower may not assign any of its rights and obligations hereunder or Beneficiary any interest herein without the prior written consent of the others (Agent and each Lender and any attempted assignment hereof successor and assign thereof (including, without such required consents shall be void); provided, however, (i) with prior notice to the Servicer and the Beneficiarylimitation, the Servicer Performance Guarantor may assignLiquidity Providers). (c) Any Lender may, and, with respect to any Servicer Performance Guarantor other than General Electric Company, following any downgrade without the consent of the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required RatingBorrower, shall promptly assign, this Performance Guaranty and assign at any time all of its rights and obligations hereunder and interest herein to any person Person, except that if such Person is not KCCI, KeyBank or entity that at any other affiliate thereof or any affiliate of Concord Minutemen Capital Company, LLC, such Lender shall be required to acquire the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of the Servicer Performance Guarantor hereunder, and no such assignment shall require the prior written consent of the Beneficiary or the Servicer, (ii) Beneficiary may grant, Agent and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest Borrower to any such assignment. Any permitted assignee of any Lender as described in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer preceding sentence may further assign at any time its rights and obligations hereunder or interests herein with the consent of the Agent and the Borrower to the extent required in connection 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 applicable Lender, and the resigning Lender shall be discharged from its duties and obligations as Lender hereunder. The Borrower and the Servicer agree to execute or obtain such other documentation as may be reasonably requested by the assigning Lender in order to effectuate such assignment. (d) Notwithstanding anything to the contrary contained herein, at any Successor Servicer appointed time and from time to time, the Senior Lender may, without the consent of the Borrower, assign all or a portion of its interests in the Notes, this Agreement and the Pledged Assets hereunder to the Liquidity Providers pursuant to the Liquidity Agreement. The Liquidity Providers shall also be entitled to sell their interests (or portions thereof) to other Liquidity Providers pursuant to the terms of Section 6.2 of the Servicing Liquidity Agreement. Upon The Senior Lender or the Liquidity Provider making any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicable, (A) the references in this Performance Guaranty shall provide notice to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement Borrower of any further action by any person assignment hereunder or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderthereunder.

Binding Effect; Assignability. (a) This Performance Guaranty Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorBorrower, Servicer the Servicer, the Conduit Lender, the Committed Lender and Beneficiary the Administrative Agent and their respective successors and permitted assigns. No assignment Neither the Borrower nor the Servicer may assign, transfer, hypothecate or delegation otherwise convey any of this Performance Guaranty or of any their respective rights or obligations hereunder may be made by the Servicer Performance Guarantor, Servicer or Beneficiary interests herein without the express prior written consent of the others (and any attempted assignment hereof without such required consents shall be void); providedConduit Lender, however, (i) with prior notice to the Servicer Committed Lender and the Beneficiary, Administrative Agent and unless the Servicer Performance Guarantor may assign, and, Rating Agency Condition shall have been satisfied with respect to any such assignment. Any such purported assignment, transfer, hypothecation or other conveyance by the Borrower or the Servicer Performance Guarantor other than General Electric Company, following any downgrade without the prior express written consent of the long-term debt rating of such Servicer Performance Guarantor below Conduit Lender, the Guarantor Required RatingCommitted Lender and the Administrative Agent shall be void. (b) The Conduit Lender, shall promptly assignthe Committed Lender or the Administrative Agent may, this Performance Guaranty and all at any time, assign any of its rights and obligations hereunder or interests herein to any person Person which has a short-term debt rating of at least A-1 by S&P and P-1 by Xxxxx'x, and any such assignee may further assign at any time its rights and obligations hereunder or entity that at interests herein (including any rights it may have in and to the time Advances and the Borrower Collateral and any rights it may have to exercise remedies hereunder), in each case without the consent of any Originator, the Borrower or the Servicer. The Borrower acknowledges and agrees that, upon any such assignment is a Permitted Guarantor Assignee and that expressly assumes assignment, the assignee thereof may enforce directly, without joinder of any Lender, all of the obligations of the Servicer Performance Guarantor Borrower hereunder, and no such assignment shall require . (c) The Borrower hereby acknowledges that in accordance with the consent provisions of the Beneficiary or the ServicerLAPA, (iii) Beneficiary may grant, and on the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of Section 6.2 day of the Servicing Agreement. Upon any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicableCommitted Lender Funding Event, (A) the references in this Performance Guaranty Committed Lender may purchase from the Conduit Lender all or any part of the outstanding Advances made by the Conduit Lender prior to the Servicer Performance Guarantor or ServicerCommitted Lender Funding Event, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from Conduit Lender may assign all or any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee part of its security rights and interest in this Performance Guaranty when permitted by the IndentureBorrower Collateral to the Committed Lender, and (ii) on the Redwood Transfer Date, the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance Liquidity Lenders may purchase from Redwood all of the Servicer Performance Guarantor, Redwood Interest (as and when required hereunderdefined in the LAPA).

Binding Effect; Assignability. (a) This Performance Guaranty Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorSeller, Servicer the Servicer, the Conduit Purchaser, the Committed Purchaser and Beneficiary the Administrative Agent and their respective successors and permitted assigns. No assignment Neither the Seller nor the Servicer may assign, transfer, hypothecate or delegation otherwise convey any of this Performance Guaranty or of any their respective rights or obligations hereunder may be made or interests herein without the express prior written consent of the Conduit Purchaser, the Committed Purchaser and the Administrative 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 Performance Guarantorwithout the prior express written consent of the Conduit Purchaser, Servicer the Committed Purchaser and the Administrative Agent shall be void. (b) The Conduit Purchaser, the Committed Purchaser or Beneficiary without the Administrative Agent may, at any time, assign any of its rights and obligations hereunder or interests herein to any Person pursuant to a supplement hereto and a supplement to the LAPA in form satisfactory to the Administrative Agent and the selling Purchaser (i) prior to the occurrence of a Termination Event, subject to the prior written consent of the others (and any attempted assignment hereof without such required consents shall be void); provided, however, (i) with prior notice Seller as to the Servicer assignee (which consent will not be unreasonably withheld), and the Beneficiary, the Servicer Performance Guarantor may assign, and, with respect to any Servicer Performance Guarantor other than General Electric Company, following any downgrade of the long(ii) which has a short-term debt rating of at least A-1+ by S&P and P-1 by Xxxxx'x, and any such Servicer Performance Guarantor below the Guarantor Required Rating, shall promptly assign, this Performance Guaranty and all of assignee may further assign at any time its rights and obligations hereunder or interests herein (including any rights it may have in and to the Purchaser Interests and the Seller Collateral and any person rights it may have to exercise remedies hereunder), in each case without the consent of the Originator or entity the Servicer but subject to the requirements of this Agreement; provided, that the Committed Purchaser may not assign its rights and obligations hereunder or interests herein to the extent that such assignment would reduce the Committed Purchaser's commitment as a Committed Purchaser hereunder below $200,000,000. Any such assignment by a Purchaser must be for an amount of at least $25,000,000. Any partial assignment shall be an assignment of an identical percentage of such selling Purchaser's Capital Investment and its commitment as a Purchaser hereunder and under the time LAPA. Upon execution and delivery to the Administrative Agent of the supplement hereto and to the LAPA and payment by the purchasing Purchaser to the selling Purchaser of the agreed purchase price, such selling Purchaser shall be released from its future obligations hereunder and under the LAPA to the extent of such assignment is and such purchasing Purchaser shall for all purposes be a Permitted Guarantor Assignee Conduit Purchaser or Committed Purchaser, as applicable, and that expressly assumes shall have all the rights and obligations of such a Purchaser hereunder to the same extent as if it were an original party hereto and to the LAPA. The Seller acknowledges and agrees that, upon any such assignment, the assignee thereof may enforce directly, without joinder of any Purchaser, all of the obligations of the Servicer Performance Guarantor Seller hereunder, and no such assignment shall require the consent of the Beneficiary or the Servicer, (ii) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein . The Seller hereby consents to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of Section 6.2 of the Servicing Agreement. Upon any such permitted assignment by the Servicer Performance Guarantor or ServicerConduit Purchaser of its rights hereunder to the Collateral Agent. (c) The Seller hereby acknowledges that in accordance with the provisions of the LAPA, as applicableon the day of the Committed Purchaser Funding Event, (A) the references in this Performance Guaranty Committed Purchaser may purchase from the Conduit Purchaser all or any part of the Purchaser Interests sold by the Seller hereunder on each Purchase Date prior to the Servicer Performance Guarantor or ServicerCommitted Purchaser Funding Event, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from Conduit Purchaser may assign all or any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee part of its security rights and interest in this Performance Guaranty when permitted by the Indenture, Seller Collateral to the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderCommitted Purchaser.

Binding Effect; Assignability. (a) This Performance Guaranty Note Purchase Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorIssuer, Servicer FFCA Acquisition Corp., the Depositor and Beneficiary the Purchaser and their respective permitted successors and permitted assigns. No assignment assigns (including any subsequent holders of the Purchased Note); PROVIDED, HOWEVER, neither the Issuer, FFCA Acquisition Corp. nor the Depositor shall have any right to assign their respective rights hereunder or delegation interest herein (by operation of this Performance Guaranty law or of any rights or obligations hereunder may be made by the Servicer Performance Guarantor, Servicer or Beneficiary otherwise) without the prior written consent of the others Purchaser. (b) The Purchaser may, in the ordinary course of its business and in accordance with applicable law including applicable securities laws, at any attempted assignment hereof without such required consents shall be voidtime sell to one or more Persons (each, a "PARTICIPANT"); provided, however, (i) with prior notice to the Servicer and the Beneficiary, the Servicer Performance Guarantor may assign, and, with respect to any Servicer Performance Guarantor other than General Electric Company, following any downgrade of the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required Rating, shall promptly assign, this Performance Guaranty and participating interests in all or a portion of its rights and obligations hereunder under this Note Purchase Agreement. Notwithstanding any such sale by the Purchaser of participating interests to any person or entity that at a Participant, the time of such assignment is a Permitted Guarantor Assignee Purchaser's rights and that expressly assumes all of obligations under this Note Purchase Agreement shall remain unchanged, the obligations of Purchaser shall remain solely responsible for the Servicer Performance Guarantor hereunder, and no such assignment shall require the consent of the Beneficiary or the Servicer, (ii) Beneficiary may grantperformance thereof, and the Servicer Performance Guarantor acknowledges that Beneficiary has grantedIssuer, a security interest FFCA Acquisition Corp. and the Depositor shall continue to deal solely and directly with the Purchaser in this Performance Guaranty and its rights herein to connection with the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its Purchaser's rights and obligations hereunder in connection with any Successor Servicer appointed pursuant under this Note Purchase Agreement. Each of the Issuer and FFCA Acquisition Corp. also agrees that each Participant shall be entitled to the terms benefits of Section 6.2 Article IX hereof; PROVIDED, however, that all amounts payable by the Issuer, FFCA Acquisition Corp. 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 Purchase Agreement shall create and constitute the continuing obligation of the Servicing Agreement. Upon any parties hereto in accordance with its terms, and shall remain in full force and effect until such permitted assignment by the Servicer Performance Guarantor or Servicer, time as applicable, (A) the references in this Performance Guaranty all amounts payable with respect to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee Purchased Note shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderbeen paid in full.

Binding Effect; Assignability. (a) This Performance Guaranty Note Purchase Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorTransferor, Servicer Nordstrom fsb, the Agent and Beneficiary the Purchasers party to this Note Purchase Agreement and their respective successors and permitted assigns. No assignment assigns (including any subsequent holders of the Class A Note); provided, however, that the Transferor shall not have the right to assign its rights hereunder or delegation any interest herein (by operation of this Performance Guaranty law or of any rights or obligations hereunder may be made by the Servicer Performance Guarantor, Servicer or Beneficiary otherwise) without the prior written consent of the others Agent. The Agent agrees that it shall not transfer a Note without the Transferor’s consent, unless such transfer (x) is to a Committed Purchaser or Liquidity Purchaser, (y) is to a RIC or (z) occurs after the commencement of the Early Amortization Period. (b) Without the consent of the Transferor, each Committed Purchaser party to this Note Purchase Agreement may assign all or a portion of its rights and obligations under this Note Purchase Agreement to any attempted financial or other institution acceptable to the Agent. The parties to each such assignment hereof without shall execute and deliver an Assignment and Acceptance to the Agent, and the Agent shall promptly notify the Transferor of such required consents assignment. from and after the effective date of such Assignment and Acceptance, the assigning Liquidity Purchaser shall be void)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 applicable law, 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 a Purchaser of participating interests to a Participant, such Purchaser’s rights and obligations under this Note Purchase Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, and the Transferor and the Agent shall continue to deal solely and directly with such Purchaser in connection with 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; provided, however, (i) with prior notice that all amounts payable by the Transferor to any such Participant shall be limited to the Servicer amounts which would have been payable to the Purchaser selling such participating interest had such interest not been sold. (d) This Note Purchase Agreement shall create and constitute the Beneficiarycontinuing obligation of the parties hereto in accordance with its terms, the Servicer Performance Guarantor may assign, and, and shall remain in full force and effect until such time as all amounts payable with respect to any Servicer Performance Guarantor other than General Electric Company, following any downgrade of the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required Rating, shall promptly assign, this Performance Guaranty and all of its rights and obligations hereunder to any person or entity that at the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of the Servicer Performance Guarantor hereunder, and no such assignment shall require the consent of the Beneficiary or the Servicer, (ii) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of Section 6.2 of the Servicing Agreement. Upon any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicable, (A) the references in this Performance Guaranty to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee Class A Note shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderbeen paid in full.

Binding Effect; Assignability. (a) This Performance Guaranty Sale Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorSeller, Servicer and Beneficiary the Buyer and their respective successors and permitted assignsassigns (which successors of the Seller shall include a trustee in bankruptcy). No assignment or delegation The Seller may not assign any of this Performance Guaranty or of any its rights or and obligations hereunder may be made by the Servicer Performance Guarantor, Servicer or Beneficiary any interest herein without the prior written consent of the others Buyer and the Collateral Agent. The Buyer may assign at any time its rights and obligations hereunder and interests herein to any other Person without the consent of the Seller. Without limiting the foregoing, the Seller acknowledges that the Buyer has sold to the Purchasers and granted to the Collateral Agent all of its right, remedies, powers and privileges hereunder with respect to Purchased Assets (as defined in the Receivables Purchase Agreement), and any attempted assignment hereof that such Purchasers and/or the Collateral Agent may further assign such rights, remedies, powers and privileges to the extent permitted in the Receivables Purchase Agreement. The Seller agrees that the Collateral Agent, as the assignee of the Buyer, or Triple-A, as appropriate, shall, subject to the terms of the Receivables Purchase Agreement, have the right to enforce this Sale Agreement and to exercise directly all of the Buyer’s rights and remedies under this Sale Agreement (including, without limitation, the rights and remedies under Sections 6.01, 6.02, 6.03, 6.04 and 8.01) and the Seller agrees to cooperate fully with the Collateral Agent and/or the Purchasers in the exercise of such required consents rights and remedies. Without limiting the foregoing, the Seller hereby acknowledges that the Buyer and the Purchasers have agreed, pursuant to the Receivables Purchase Agreement and certain related agreements, that, subject to the restrictions set forth therein, the Collateral Agent and certain parties providing credit enhancements and/or liquidity for the Purchasers in connection with the Receivables Purchase Agreement shall be void)entitled to exercise the Buyer’s rights under this Sale Agreement. The Seller hereby consents to the foregoing and agrees to cooperate with any such Person electing to exercise the Buyer’s rights under this Sale Agreement. This Sale Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Termination Date, as the Collection Date shall occur; provided, however, (i) with prior notice to that the Servicer rights and the Beneficiary, the Servicer Performance Guarantor may assign, and, remedies with respect to any Servicer Performance Guarantor other than General Electric Company, following breach of any downgrade of representation and warranty made by the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required Rating, shall promptly assign, this Performance Guaranty and all of its rights and obligations hereunder Seller pursuant to any person or entity that at the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of the Servicer Performance Guarantor hereunder, and no such assignment shall require the consent of the Beneficiary or the Servicer, (ii) Beneficiary may grant, Article IV and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in indemnification and payment provisions of Article VIII and Article X shall be continuing and shall survive any termination of this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of Section 6.2 of the Servicing Sale Agreement. Upon any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicable, (A) the references in this Performance Guaranty to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunder.

Binding Effect; Assignability. (a) This Performance Guaranty Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorBorrower, the Servicer and Beneficiary the Lender and their respective successors and permitted assigns. No assignment Neither the Borrower nor the Servicer may assign, transfer, hypothecate or delegation otherwise convey any of this Performance Guaranty or of any their respective rights or obligations hereunder may be made by the Servicer Performance Guarantor, Servicer or Beneficiary interests herein without the express prior written consent of the others (and any attempted assignment hereof Lender. Any such purported assignment, transfer, hypothecation or other conveyance by the Borrower or the Servicer without such required consents the prior express written consent of the Lender shall be void); provided. (b) The Lender may at any time grant to one or more banks or other institutions (each, however, (ia "Participant") with prior notice to participating interests in the Servicer and the Beneficiary, the Servicer Performance Guarantor may assign, and, with respect to Commitment or any Servicer Performance Guarantor other than General Electric Company, following any downgrade of the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required Rating, shall promptly assign, this Performance Guaranty and all of its rights and obligations hereunder to any person or entity that at the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of Advances in an amount at least equal to $5,000,000, with (and subject to) the Servicer Performance Guarantor hereunder, and no such assignment shall require the written consent of the Beneficiary or the ServicerBorrower, (ii) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of Section 6.2 of the Servicing Agreement. Upon any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicable, (A) the references in this Performance Guaranty to the Servicer Performance Guarantor or Servicer, as applicable, which consent shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally not be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entityunreasonably withheld. In the event of a foreclosure any such grant by the Indenture Trustee Lender of a participating interest to a Participant, the Lender shall remain responsible for the performance of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee shall have the right at such time to enforce this Performance Guarantyobligations hereunder, and the full performance Borrower shall continue to deal directly with the Lender in connection with the Lender's rights and obligations under this Agreement. Each Participant shall be entitled to the benefits of Sections 2.08(f), 2.09, 2.10 and 12.01, but shall not be entitled to receive any greater payment under any of such Sections than the Lender would have been entitled to receive with respect to the rights transferred. Any agreement pursuant to which the Lender may grant such a participating interest shall provide that the Lender shall retain the sole right and responsibility to enforce the obligations of the Servicer Performance GuarantorBorrower hereunder including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement; provided that such participation agreement may provide that the Lender will not agree to any modification, amendment or waiver of this Agreement with respect to (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 Related Documents). (c) Except as expressly provided in this Section 14.02, the Lender shall not 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 Advances, the Revolving Note or other Borrower Obligations owed to the Lender (it being understood that nothing in this subsection (c) shall be construed to permit any transfer except those expressly contemplated by subsection (b) above). (d) The Borrower shall assist the Lender permitted to sell participations under this Section 14.02 as reasonably required to enable the selling Lender to effect any such participation, including the execution and when required 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 Lender so requests in connection with an initial syndication of the Advances hereunder, assist in the preparation of informational materials for such syndication. (e) The Lender may furnish any information concerning the Borrower in the possession of the Lender from time to time to participants (including prospective participants). The Lender shall obtain from all prospective and actual participants confidentiality covenants substantially equivalent to those contained in Section 14.05.

Binding Effect; Assignability. (a) This Performance Guaranty Loan Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorBorrower, Servicer the Servicer, each of the Lenders, the Lender Agent, the Operating Agent and Beneficiary the Collateral Agent and their respective successors and permitted assigns. No assignment Neither the Borrower nor the Servicer may assign, transfer, hypothecate or delegation otherwise convey any of this Performance Guaranty or of any their respective rights or obligations hereunder may be made by the Servicer Performance Guarantor, Servicer or Beneficiary interests herein without the express prior written consent of each of the others (and any attempted assignment hereof without such required consents shall be void); providedLenders, howeverthe Lender Agent, (i) with prior notice to the Servicer Operating Agent and the Beneficiary, Collateral Agent and unless the Servicer Performance Guarantor may assign, and, Rating Agency Condition shall have been satisfied with respect to any such assignment. Any such purported assignment, transfer, hypothecation or other conveyance by the Borrower or the Servicer Performance Guarantor other than General Electric Company, following any downgrade without the prior express written consent of each of the long-term debt rating Lenders, the Lender Agent, the Operating Agent and the Collateral Agent shall be void. Either of such Servicer Performance Guarantor below the Guarantor Required RatingLenders, shall promptly assignthe Lender Agent, this Performance Guaranty and all the Operating Agent or the Collateral Agent may, with the consent of the Borrower, assign any of its rights and obligations hereunder or interests herein to any person Person and any such assignee may further assign at any time its rights and obligations hereunder or entity interests herein (including any rights it may have in and to the Trust Investments and the Borrower Collateral and any rights it may have to exercise remedies hereunder), provided that at the time consent of the Borrower is not required with respect to an assignment to an affiliate of either of the Lenders or the Lender Agent, or to a special purpose investment vehicle managed by the Lender Agent or an affiliate thereof, so long as such assignment does not have a material adverse effect on the Borrower. The Borrower acknowledges and agrees that, upon any such assignment by a Lender, the assignee thereof may enforce directly, without joinder of such assignment is a Permitted Guarantor Assignee and that expressly assumes Lender, all of the obligations of the Servicer Performance Guarantor hereunder, and no such assignment shall require the consent of the Beneficiary or the Servicer, (ii) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of Section 6.2 of the Servicing Agreement. Upon any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicable, (A) the references in this Performance Guaranty to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required Borrower hereunder.

Binding Effect; Assignability. (a) This Performance Guaranty Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorBorrower, Servicer and Beneficiary the Agent, the LenderLenders and their respective successors and permitted assigns. No assignment or delegation of this Performance Guaranty or of any This Agreement and theeach Lender’s rights or and obligations hereunder may and interest herein shall be made assignable in whole or in part (including, without limitation, by way of the sale of participation interests therein) by thesuch Lender and its successors and assigns; provided that, so long as no Event of Default has occurred and is continuing, any such assignment by thesuch 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 Servicer Performance GuarantorAgent or an Affiliate of the Agent, Servicer in which case no such consent from the Borrower shall be required. 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 Beneficiary 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. 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 amended. The Borrower may not assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the others (LenderLenders and any attempted the Agent. The parties to each assignment hereof without or participation made by theany 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 required consents assignment or participation shall be void); provided, however, (i) with prior notice to the Servicer and the Beneficiary, the Servicer Performance Guarantor may assign, and, with respect to any Servicer Performance Guarantor other than General Electric Company, following any downgrade effective as of the long-term debt rating 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 such Servicer Performance Guarantor below the Guarantor Required Ratingany assignment or participation thereof made pursuant to this Section 10.04. Subject to Section 10.13, shall promptly assigntheany Lender may, this Performance Guaranty and all of its rights and obligations hereunder to any person or entity that at the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of the Servicer Performance Guarantor hereunder, and no such assignment shall require the consent of the Beneficiary or the Servicer, (ii) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed assignment or participation or any proposed assignment or participation pursuant to this Section 10.04, disclose to the terms of Section 6.2 assignee or participant or proposed assignee or participant any information relating to the MF/Borrower Related Parties and the Collateral furnished to thesuch Lender by or on behalf of the Servicing Agreement. Upon any such permitted assignment by MF/Borrower Related Parties, the Servicer Performance Guarantor or Servicer, as applicable, (A) the references in this Performance Guaranty to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderother Person.

Binding Effect; Assignability. (a) This Performance Guaranty Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorSeller, Servicer the Servicers, the Conduit Purchaser, the Committed Purchaser and Beneficiary the Administrative Agent and their respective successors and permitted assigns. No assignment Neither the Seller nor any Servicer may assign, transfer, hypothecate or delegation otherwise convey any of this Performance Guaranty or of any their respective rights or obligations hereunder may be made by the Servicer Performance Guarantor, Servicer or Beneficiary interests herein without the express prior written consent of the others (and any attempted assignment hereof without such required consents shall be void); providedConduit Purchaser, however, (i) with prior notice to the Servicer Committed Purchaser and the Beneficiary, Administrative Agent and unless the Servicer Performance Guarantor may assign, and, 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 any Servicer Performance Guarantor other than General Electric Company, following any downgrade without the prior express written consent of the long-term debt rating of such Servicer Performance Guarantor below Conduit Purchaser, the Guarantor Required RatingCommitted Purchaser and the Administrative Agent shall be void. (b) The Conduit Purchaser, shall promptly assignthe Committed Purchaser or the Administrative Agent may, this Performance Guaranty and all at any time, assign any of its rights and obligations hereunder or interests herein to any person Person which has a short-term debt rating of at least A-1 by S&P and P-1 by Xxxxx'x, and any such assignee may further assign at any time its rights and obligations hereunder or entity that at interests herein (including any rights it may have in and to the time Purchaser Interests and the Seller Collateral and any rights it may have to exercise remedies hereunder), in each case without the consent of any Originator, the Seller or any Servicer so long as such assignment assignee is a Permitted Guarantor Assignee Person which has a short-term debt rating of at least A-1 by S&P and that expressly assumes P-1 by Xxxxx'x. The Seller acknowledges and agrees that, upon any such assignment, the assignee thereof may enforce directly, without joinder of any Purchaser, all of the obligations of the Servicer Performance Guarantor Seller hereunder, and no such assignment shall require . (c) The Seller hereby acknowledges that in accordance with the consent provisions of the Beneficiary or LAPA, on the Servicer, (ii) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under the Indenture and (iii) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of Section 6.2 day of the Servicing Agreement. Upon any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicableCommitted Purchaser Funding Event, (A) the references in this Performance Guaranty Liquidity Lenders may purchase from the Conduit Purchaser all or any part of the Purchaser Interests sold by the Seller hereunder on each Purchase Date prior to the Servicer Performance Guarantor or ServicerCommitted Purchaser Funding Event, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from Conduit Purchaser may assign all or any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee part of its security rights and interest in this Performance Guaranty when permitted by the Indenture, Seller Collateral to the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderLiquidity Lenders.

Binding Effect; Assignability. (a) This Performance Guaranty Agreement shall be binding upon and inure to the benefit of the Servicer Performance Guarantor, Servicer and Beneficiary parties to this Agreement and their respective successors and permitted assigns. No assignment assigns (including any subsequent holders of the Series 2000-1 Notes) subject, in the case of the Administrative Agent and the Managing Agents, to Section 11.06; provided, however, that RCFC shall not have the right to assign its rights hereunder or delegation any interest herein (by operation of this Performance Guaranty law or of any rights or obligations hereunder may be made by the Servicer Performance Guarantor, Servicer or Beneficiary otherwise) without the prior written consent of the others Managing Agents. (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 to any financial or other institution reasonably acceptable to the related Managing Agent. The parties to each such assignment shall execute and deliver an Assignment and Acceptance to the Administrative Agent (and any attempted assignment hereof without the Administrative Agent shall promptly deliver copies thereof to the Managing Agents and RCFC). From and after the effective date of such required consents Assignment and Acceptance, the assigning Committed Purchaser shall be void); provided, however, (i) with prior notice to the Servicer and the Beneficiary, the Servicer Performance Guarantor may assign, and, with respect to any Servicer Performance Guarantor other than General Electric Company, following any downgrade of the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required Rating, shall promptly assign, this Performance Guaranty and all relieved of its rights and obligations hereunder to the extent so assigned. (c) With the consent of RCFC (which consent will not be unreasonably withheld, conditioned or delayed), each Conduit Purchaser party to this Agreement may assign all or a portion of its rights and obligations under this Agreement to any person or entity that at the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of the Servicer Performance Guarantor hereunder, and no RIC. The parties to each such assignment shall require execute and deliver an Assignment and Acceptance to the consent of the Beneficiary or the Servicer, Administrative Agent (ii) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein Administrative Agent shall promptly deliver copies thereof to the Indenture Trustee under Managing Agents and RCFC). From and after the Indenture effective date of such Assignment and (iii) subject to clause (d) Acceptance, the assigning Conduit Purchaser shall be relieved of Section 4.5, Servicer may assign its rights and obligations hereunder to the extent so assigned. (d) Without the consent of RCFC, each Conduit Purchaser may assign all or a portion of its rights and obligations under this Agreement to its Program Support Providers. (e) Any Purchaser may, in the ordinary course of its business and in accordance with applicable law, 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 Agreement. Notwithstanding any such sale by a Purchaser of participating interests to a Participant, such Purchaser's rights and obligations under this Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, and RCFC, the Administrative Agent and the other parties hereto shall continue to deal solely and directly with such Purchaser in connection with any Successor Servicer appointed pursuant such Purchaser's rights and obligations under this Agreement. RCFC also agrees that each Participant shall be entitled to the terms benefits of Section 6.2 Article X 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 Purchaser selling such participating interest had such interest not been sold. (f) RCFC acknowledges that each Conduit Purchaser may, without any consent, assign its rights under this Agreement to the collateral agent for such Conduit Purchaser and for the benefit of other secured parties under such Conduit Purchaser's Commercial Paper program. (g) This Agreement shall create and constitute the continuing obligation of the Servicing Agreement. Upon any parties hereto in accordance with its terms, and shall remain in full force and effect until such permitted assignment by the Servicer Performance Guarantor or Servicer, time as applicable, (A) the references in this Performance Guaranty all amounts payable with respect to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event of a foreclosure by the Indenture Trustee of its security interest in this Performance Guaranty when permitted by the Indenture, the Indenture Trustee Series 2000-1 Notes shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderbeen paid in full.

Binding Effect; Assignability. (a) This Performance Guaranty Agreement shall be binding upon and inure to the benefit of the Servicer Performance GuarantorBorrower, Servicer and Beneficiary each Lender Group Agent, each Lender and their respective successors and permitted assigns. No assignment The Borrower may not assign, transfer, hypothecate or delegation otherwise convey any of this Performance Guaranty or of any its respective rights or obligations hereunder may be made or interests herein. Any such purported assignment, transfer, hypothecation or other conveyance by the Servicer Performance GuarantorBorrower without the prior express written consent of each Lender Group Agent shall be void. Except as provided in Section 5.2 of the Class A Agreement Regarding Loans, Servicer no Lender may assign, participate, grant security interests in, or Beneficiary otherwise transfer any portion of the Class A Notes without the prior written consent of the others Borrower. Each 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 Advances; provided that no Lender shall have any attempted assignment hereof without obligation to disclose all or any portion of such required consents register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or letters of credit) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or letter of credit is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in such register shall be void); providedconclusive absent manifest error, however, (i) with prior and such Lender shall treat each Person whose name is recorded in such register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the Servicer contrary. The Lenders and the BeneficiaryLender Group Agent hereby agree not to amend, waive, terminate or otherwise modify the Servicer Performance Guarantor may assign, and, with respect to any Servicer Performance Guarantor other than General Electric Company, following any downgrade of Class A Agreement Regarding Loans without the long-term debt rating of such Servicer Performance Guarantor below the Guarantor Required Rating, shall promptly assign, this Performance Guaranty and all of its rights and obligations hereunder to any person or entity that at the time of such assignment is a Permitted Guarantor Assignee and that expressly assumes all of the obligations of the Servicer Performance Guarantor hereunder, and no such assignment shall require the prior written consent of the Beneficiary or the Servicer, Borrower. Notwithstanding anything 27 Loan Agreement (iiSeries 2014-[ ] Class A) Beneficiary may grant, and the Servicer Performance Guarantor acknowledges that Beneficiary has granted, a security interest in this Performance Guaranty and its rights herein to the Indenture Trustee under contrary herein or in the Indenture and Class A Agreement Regarding Loans, each Bank Sponsored Lender agrees that it will not permit the syndication of any Bank Sponsored Lender Liquidity Arrangement to any Person that is not a Committed Lender in such Bank Sponsored Lender’s Lender Group on the date hereof without the prior written consent of the Borrower, which consent shall not be unreasonably withheld. The Borrower hereby consents to any assignment, sale, participation or other transfer of any Class A Note or any interest therein without delivery of an Investment Letter (iiias defined in the Class A Agreement Regarding Loans) subject to clause (d) of Section 4.5, Servicer may assign its rights and obligations hereunder in connection with any Successor Servicer appointed pursuant to the terms of extent contemplated in Section 6.2 5.2 of the Servicing Agreement. Upon any such permitted assignment by the Servicer Performance Guarantor or Servicer, as applicable, Class A Agreement Regarding Loans. (Ab) the references in this Performance Guaranty to the Servicer Performance Guarantor or Servicer, as applicable, shall apply to such assignee unless the context otherwise requires and (B) the assignor shall automatically and unconditionally be released and discharged from any liability or obligation under this Performance Guaranty without the requirement of any further action by any person or entity. In the event any Lender Group Agent or Lender assigns all of a foreclosure by their right, title and interest hereunder and under all other Related Documents, including its portion of Advances Outstanding and interest thereon; all references in the Indenture Trustee of its security interest Related Documents to “Lender Group Agent,” “Lender,” “Bank Sponsored Lender,” “Committed Lender” and “Affected Party” in this Performance Guaranty when permitted by any capacity shall mean and refer to the Indenture, the Indenture Trustee shall have the right at such time to enforce this Performance Guaranty, and the full performance of the Servicer Performance Guarantor, as and when required hereunderapplicable assignee(s).