Common use of Successors and Assigns; Assignments Clause in Contracts

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, the Lenders, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer and their respective successors and permitted assigns (other than Participants); provided that neither the Servicer nor the Trust Depositor may assign any of its rights or obligations hereunder (by operation of law or otherwise) without the prior written consent of the Lenders except as otherwise provided herein or in the Pooling Agreement; and provided further, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein). (b) Subject to the other provisions of this Agreement, each Lender may at any time sell, assign or otherwise transfer (each, an "Assignment") to any assignee (upon such assignment, a "Lender") all or part of the obligations due to it in respect of its Loan and its rights and obligations under this Agreement; provided that (i) if a partial assignment of the assignor Lender's interest in the Loan, the minimum amount of such assignment of the Loan shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in the form of Exhibit A, pursuant to which such assignee Lender has agreed in writing to assume the rights and obligations of the assignor Lender (to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply with the applicable provisions of Section 2.08(d). (d) Each Lender agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or by the Participant, in the case of a Participation, with respect to the purchase by such Lender or Participant of a portion of the Pro Rata Share and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date made. (e) Each Lender may assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to the assignment. (f) Any Lender may at any time grant to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant"); provided, however, that such Participation shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agent, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the Participant were a Lender, (iii) such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lender. (g) Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share of the Loan is maintained, provided that such Lender shall have prior to such change in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e).

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, of and be binding upon the Lenders, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer and their respective successors and permitted registered assigns (other than Participants); provided that neither of each of the Servicer nor the Trust Depositor may assign any of its rights or obligations hereunder (by operation of law or otherwise) parties, including, without limitation and without the prior written consent of the Lenders except as otherwise provided herein or in the Pooling Agreement; and provided furtherneed for an express assignment, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein)subsequent Holders. (b) Subject Each Holder may sell or assign all or any portion of its Notes to any Person, at any time, subject to clause (e) below. (c) Each Holder may, in the other provisions ordinary course of this Agreementits business and in accordance with the Note Documents and Applicable Law, each Lender may including applicable securities laws, at any time sell, assign sell to one or otherwise transfer more Persons (each, an "Assignment") to any assignee (upon such assignmenta “Participant”), a "Lender") participating interests in all or part a portion of the obligations due to it in respect of its Loan and its rights and obligations under this Agreement. Notwithstanding any such sale by such Holder of participating interests to a Participant, such Holder’s rights and obligations under this Agreement shall remain unchanged, such Holder shall remain solely responsible for the performance thereof, and the Company shall continue to deal solely and directly with such Holder and shall have no obligations to deal with any Participant in connection with such Holder’s rights and obligations under this Agreement or the Notes. Any agreement or instrument pursuant to which a Holder sells such a participation shall provide that such Holder shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that (i) if a partial assignment such agreement or instrument may provide that such Holder will not, without the consent of the assignor Lender's interest in the LoanParticipant, the minimum amount of such assignment agree to any amendment, modification or waiver directly affecting an extension of the Loan shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in the form of Exhibit A, pursuant to which such assignee Lender has agreed in writing to assume the rights and obligations of the assignor Lender (to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply with the applicable provisions of Section 2.08(d). (d) Each Lender agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective scheduled final maturity date of any Participation Note allocated to such participation or Assignment a letter in reduction of the form attached hereto as Exhibit A, executed by Principal Amount of or the rate of interest payable on any Note allocated to such Lender, in the case of an Assignment, or by the Participant, in the case of a Participation, with respect participation. Subject to the purchase by such Lender or further provisions of this subsection 10.2(c), the Company agrees that each Participant of a portion of the Pro Rata Share and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date made. (e) Each Lender may assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect entitled to the assignment. (f) Any Lender may at any time grant to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant"); provided, however, that such Participation shall be void, unless such Participant shall comply with the applicable provisions benefits of Section 8.08(d) and such Lender shall have delivered 1.8 to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, same extent as if it were a Lender, prior Holder and had acquired its interest by assignment pursuant to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agent, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the 10.2. A Participant were a Lender, (iii) such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lender. (g) Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share of the Loan is maintained, provided that such Lender shall have prior to such change in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to receive any amounts otherwise payable greater payment under Section 2.07 or Section 2.08 resulting solely from 1.8 than the applicable Holder would have been entitled to receive with respect to the participation sold to such change in office Participant unless the sale of the participation to such change in office was mandated by applicable law or by such Lender's compliance Participant is made with the provisions of Section 2.07(c) or Section 2.08(e)Company’s prior written consent.

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, the LendersTransferor, Servicer, ICP, the TrustAgent, the Indenture Trustee, the Trust Depositor, the Servicer Purchasers and their respective successors and permitted assigns (other than Participants)assigns; provided that neither the none of Transferor, Servicer nor the Trust Depositor or ICP may assign any of its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of all the Lenders Purchasers, except as otherwise provided herein or that Servicer may be terminated in accordance with Sections 10.1 and 10.2 of the Pooling Agreement; and provided further, that no assignment Purchaser or Participant may transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or any interest herein except as permitted under this section. The Agent may (in its sole discretion) assign all or any portion of its rights hereunder shall relieve or under the Trust Depositor Supplement and/or delegate all or any portion of its duties hereunder or under the ServicerSupplement to one or more third parties, as applicable, from any of their respective obligations arising hereunder prior to in which case such assignment (including obligations assignee or delegee will be deemed the "Agent" with respect to breaches such assigned right or delegated duty for purposes of representations this Agreement and warranties made herein)the Supplement. (b) Subject to the other provisions terms of this AgreementSection 10.3(e), each Lender any Purchaser may at any time sell, assign to any Permitted Transferee or otherwise transfer to one or more banks or institutional investors (each, an "Assignment") to any assignee (upon such assignment, a "LenderAssignee") all or any part of the obligations due to it its participating interests in respect all or any portion of its Loan Certificate and its rights and obligations under this Agreementhereunder (its "Credit Exposure"); provided that (i) if a partial assignment unless assigned to an Affiliate of the assignor Lender's interest Purchaser or to a Permitted Transferee, it assigns all of its Credit Exposure or a portion of its Credit Exposure in the Loan, the minimum an amount of such assignment of the Loan shall be not less than $1,000,0005,000,000, (ii) such assignee Lender shall have entered into Assignee, other than an Assignment Agreement in the form of Exhibit Aexisting Purchaser, pursuant to which such assignee Lender has agreed in writing to assume the rights and obligations an Affiliate of the assignor Lender (Purchaser or a Permitted Transferee, must be reasonably acceptable to the extent of such Assignment)Agent, which acceptance shall not be delayed or withheld unreasonably, (iii) if such assignee Lender shall, upon the request Assignee is not a United States person (as defined in section 7701(a)(30) of the Trust DepositorInternal Revenue Code), provide such Assignee shall satisfy the Indenture Trusteerequirements of Section 4.6(c), provided, that if such Assignee thereafter fails to comply with the requirements of Section 4.6, amounts payable to it under Section 4.6 shall be limited to amounts that would be payable if such Assignee had complied with Section 4.6(c), and (iv) such Assignee shall have certified to the assigning Purchaser that such Assignee is an "accredited investor" as that term is defined in any of paragraphs (1), (2), (3) or (7) of Rule 501(a) under the Securities Act. In the event of any assignment, the Servicer and Purchaser (x) shall comply with Article VI of the Trust Depositor (prior Pooling Agreement; provided that no Opinion of Counsel shall be required to be delivered pursuant to Section 6.3(e) of the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Pooling Agreement with respect to such assignee Lenderany transfer to a Permitted Transferee, and (ivy) such assignee Lender shall comply with Section 8.08(d) give notice to Transferor and the Agent and shall have delivered deliver to the Indenture TrusteeAgent, prior to the effectiveness of such Assignmentfor acceptance and recording in its records, an executed copy of an assignment agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit CD together with a processing and recordation fee of, and (vi) in the case of assignments to a Purchaser or an Affiliate of a Purchaser, $1,500 and, in cases of any other assignment, $3,500. Within five Business Days of receipt thereof, the Agent shall, if Section 2.08(d) applies to such assignee Lender, such assignee Lender the assignment agreement has been fully executed by the Assignee and the assignor Purchaser, is completed and is in substantially the form of Exhibit D, execute the assignment agreement and record the information contained therein in its records. Upon the earlier of the expiration of such five Business Day period or the date of the recording, the assignment will become effective. Transferor, Servicer, ICP, the Agent and the Purchasers agree to extend the rights and benefits with respect to Transferor under this Agreement to the Assignee to the extent the Assignee would have had if it were a Purchaser that was an original signatory to this Agreement; provided, that the parties hereto shall provide be entitled to continue to deal solely and directly with the forms assignor Purchaser in connection with the interests so assigned to the Assignee until the assignment agreement and any required fee, as described in Section 2.08(d) in above, shall have been delivered to the manner described thereinAgent by the Purchaser and the Assignee and the assignment shall have become effective. The Servicer Upon the effective assignment of its Credit Exposure, the Purchaser shall notify each Rating Agency be relieved of each Assignment its obligations hereunder to the extent of which it has received noticethe assignment. (c) Each assignee Lender The sale or assignment by a Purchaser of any Credit Exposure to any Assignee (each, a "Transferee") shall comply with not be effective until it has agreed to be bound by the applicable provisions of Section 2.08(d)10.13 and has obtained the prior written consent of the Agent. Transferor and, the Sellers, the Servicer and ICP each authorize the Purchasers to disclose to any Transferee and any prospective Transferee any and all information in their possession concerning Transferor, the Sellers, the Servicer or ICP in connection with the Transferee's credit evaluation of the Program prior to entering into this Agreement. (d) Each Lender agrees with Notwithstanding any other provision set forth in this Agreement, the Trust Depositor that: (a) such Lender will deliver to Purchasers may at any time create a security interest in all or any portion of their rights under this Agreement and the Trust Depositor on or before the effective date Certificates in favor of any Participation or Assignment a letter Federal Reserve Bank in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or by the Participant, in the case of a Participation, accordance with respect to the purchase by such Lender or Participant of a portion Regulation A of the Pro Rata Share and (b) all Board of Governors of the statements made by such Lender in such letter shall be true and correct as of the date madeFederal Reserve System. (e) Each Lender may assign and pledge No transfer, assignment or other conveyance of, or sale of any Credit Exposure of a Purchaser in, a Certificate shall be made unless (i) the aggregate outstanding principal amount of all Certificates transferred, or in which any Credit Exposure is sold, pursuant to such transfer or sale is equal to a portion principal amount of its rights hereunder (including any rights to repayment of its Pro Rata Share Certificates that would represent at least 2.1% of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation total interests in partnership capital or profits, within the meaning of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assignedTreasury Regulation Section 1.7704-1, and the Federal Reserve Bank (ii) after giving effect thereto, there shall not be liable forno more than 20 Private Holders of Subject Instruments, any obligations of such Lender under this Agreementas reasonably determined by Transferor. Such assignment No Certificate may be made at any time without notice subdivided into an aggregate principal amount that would represent less than 2.1% of the total interest in partnership capital or other obligation with respect profits as determined pursuant to the preceding sentence. Any attempted transfer, assignment., conveyance, participation or subdivision in contravention of the (f) Any Lender may at any time grant to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant"); provided, however, that such Participation shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but Affected Party with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that Purchaser shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is be entitled to (x) receive additional payments with respect pursuant to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding taxSections 4.3, (ii) if Section 2.08(d) applies to such Participant4.5, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agent4.6, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the Participant were a Lender, (iii) such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant 10.5 as though it were a LenderPurchaser and such Sections applied to its interest in a Certificate or commitment to make or acquire interests in Purchases; provided that such Affected Party shall not be entitled to additional payments pursuant to Section 4.6 attributable to its failure to satisfy the requirements of subsection 4.6(c) as if it were an Assignee. (g) Any Lender Each Affected Party claiming increased amounts described in Sections 4.3, 4.5, 4.6 or 10.5 shall have furnish, through its related Purchaser, to the option Trustee, the Agent, Servicer and Transferor a certificate setting forth in reasonable detail the basis and amount of each request by such Affected Party for any such amounts referred to change in such Section, which certificate will be prepared in accordance with the office requirements of such Lender at which Section (if any). Determinations by an Affected Party of any increased amounts referred to in such Sections shall be conclusive, absent demonstrable error. Each Affected Party shall promptly notify, through its Commitment or Pro Rata Share related Purchaser, the Trustee, the Agent, Servicer and Transferor of the Loan occurrence of any event of which such Affected Party is maintainedaware that would be likely to result in a demand for compensation pursuant to Section 4.3, provided that such Lender shall have prior to such change in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further4.5, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 4.6 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e)10.5.

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, of and be binding upon the Lenders, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer and their respective successors and permitted registered assigns (other than Participants); provided that neither of each of the Servicer nor the Trust Depositor may assign any of its rights or obligations hereunder (by operation of law or otherwise) parties, including, without limitation and without the prior written consent of the Lenders except as otherwise provided herein or in the Pooling Agreement; and provided furtherneed for an express assignment, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein)subsequent Holders. (b) Subject Each Holder may sell or assign all or any portion of its Notes to any Person, at any time, subject to clause (e) below. (c) Each Holder may, in the other provisions ordinary course of this Agreementits business and in accordance with the Note Documents and Applicable Law, each Lender may including applicable securities laws, at any time sell, assign sell to one or otherwise transfer more Persons (each, an "Assignment") to any assignee (upon such assignmenta “Participant”), a "Lender") participating interests in all or part a portion of the obligations due to it in respect of its Loan and its rights and obligations under this Agreement. Notwithstanding any such sale by such Holder of participating interests to a Participant, such Holder’s rights and obligations under this Agreement shall remain unchanged, such Holder shall remain solely responsible for the performance thereof, and Parent Issuer shall continue to deal solely and directly with such Holder and shall have no obligations to deal with any Participant in connection with such Holder’s rights and obligations under this Agreement or the Notes. Any agreement or instrument pursuant to which a Holder sells such a participation shall provide that such Holder shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that (i) if a partial assignment such agreement or instrument may provide that such Holder will not, without the consent of the assignor Lender's interest in the LoanParticipant, the minimum amount of such assignment agree to any amendment, modification or waiver directly affecting an extension of the Loan scheduled final maturity date of any Note allocated to such participation or a reduction of the Principal Amount of or the rate of interest payable on any Note allocated to such participation. Subject to the further provisions of this subsection 10.2(c), Parent Issuer agrees that each Participant shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in entitled to the form benefits of Exhibit A, Section 1.8 to the same extent as if it were a Holder and had acquired its interest by assignment pursuant to which such assignee Lender has agreed in writing Section 10.2. A Participant shall not be entitled to assume receive any greater payment under Section 1.8 than the rights and obligations of the assignor Lender (applicable Holder would have been entitled to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement receive with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant participation sold to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in Participant unless the form sale of Exhibit C, and (vi) if Section 2.08(d) applies the participation to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply Participant is made with the applicable provisions of Section 2.08(d)Parent Issuer’s prior written consent. (d) In the event that any Holder sells any participation or assigns or transfers any interest in any Note, each Participant, successor or assign shall agree to (i) make the representations and warranties in Section 1.4 of this Agreement, and (ii) execute and deliver an Assumption Agreement. Each Lender assignee, by its purchase or other acquisition of a Note, hereby agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or be bound by the Participant, in the case of a Participation, with respect to the purchase by such Lender or Participant of a portion terms of the Pro Rata Share Collateral Agency Agreement and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date madeIntercreditor Agreement. (e) Each Lender In no event may a Holder sell any participation or assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and transfer any interest thereon) in any Note to a business competitor of Parent Issuer or any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to the assignmentGuarantor. (f) Any Lender may at Parent Issuer and each of the Guarantors shall assist any time grant to Holder in connection with any person a transfer, whether by sale or otherwise, assignment or participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights permitted under this Agreement (each as reasonably required to enable the assigning or selling Holder to effect any such Persontransfer, a "Participant"); providedassignment or participation, howeverincluding the execution and delivery of any and all agreements, that such Participation notes and other documents and instruments as shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer requested and the Trust Depositor prior to the effectiveness preparation of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agentinformational materials for, and the Agent will provide to participation of management in meetings with, potential assignees or participants. Parent Issuer and each Guarantor shall certify the Servicer correctness, completeness and Indenture Trustee, the forms described accuracy of all descriptions of each of them and their respective affairs contained in Section 2.08(d) as though the Participant were a Lender, (iii) any selling materials provided by it and all other information provided by it and included in such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lendermaterials. (g) Any Lender shall have Holder may furnish any information concerning Parent Issuer and the option to change Guarantors in the office possession of such Lender at which its Commitment or Pro Rata Share of the Loan is maintainedHolder from time to time to transferees, assignees and participants (including prospective transferees, assignees and participants); provided that such Lender Holder shall have prior obtain from actual or potential transferees, assignees or participants confidentiality covenants substantially equivalent to such change those contained in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e)10.20.

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, the Lenders, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer and their respective successors and permitted assigns (other than Participants); provided that neither the Servicer nor the Trust Depositor may assign any of its rights or obligations hereunder (by operation of law or otherwise) without the prior written consent of the Lenders except as otherwise provided herein or in the Pooling AgreementAgreement and upon confirmation by S&P that such assignment will not result in a withdrawal or reduction of the rating of the Loan; and provided further, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein). (b) Subject to the other provisions of this Agreement, each Lender may at any time sell, assign or otherwise transfer (each, an "Assignment") to any assignee (upon such assignment, a "Lender") all or part of the obligations due to it in respect of its Loan and its rights and obligations under this Agreement; provided that (i) if a partial assignment of the assignor Lender's interest in the Loan, the minimum amount of such assignment of the Loan shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in the form of Exhibit A, pursuant to which such assignee Lender has agreed in writing to assume the rights and obligations of the assignor Lender (to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply with the applicable provisions of Section 2.08(d). (d) Each Lender agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or by the Participant, in the case of a Participationparticipation, with respect to the purchase by such Lender or Participant of a portion of the Pro Rata Share and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date made. (e) Each Lender may assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to the assignment. (f) Any Lender may at any time grant to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant"); provided, however, that such Participation participation shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d8.09(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participationparticipation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections Section 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation participation had such Participation participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participationparticipation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agent, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the Participant were a Lender, (iii) such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lender. (g) Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share of the Loan is maintained, provided that such Lender shall have prior to such change in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e).

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, the LendersTransferor, Servicer, ICP, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer Purchaser and their respective successors and permitted assigns (other than Participants)assigns; provided that neither the none of Transferor, Servicer nor the Trust Depositor or ICP may assign any of its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of the Lenders Purchaser, except as otherwise provided herein or that Servicer may be terminated in accordance with Sections 10.1 and 10.2 of the Pooling Agreement; and provided further, that no assignment the Purchaser may not transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or any interest herein except as permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein)under this section. (b) Subject to the other provisions terms of this AgreementSection 8.3(e), each Lender the Purchaser may at any time sell, assign to any Permitted Transferee or otherwise transfer to one or more banks or institutional investors (each, an "Assignment") to any assignee (upon such assignment, a "LenderAssignee") all or any part of its participating interests in all or any portion of the obligations due to it in respect of its Loan Certificate and its rights and obligations under this Agreementhereunder (its "Credit Exposure"); provided that (i) if a partial assignment unless assigned to an Affiliate of the assignor Lender's interest Purchaser or to a Permitted Transferee, it assigns all of its Credit Exposure or a portion of its Credit Exposure in the Loan, the minimum an amount of such assignment of the Loan shall be not less than $1,000,0005,000,000, (ii) if such assignee Lender Assignee is not a United States person (as defined in section 7701(a)(30) of the Internal Revenue Code), such Assignee shall satisfy the requirements of Section 3.4(c), provided, that if such Assignee thereafter fails to comply with the requirements of Section 3.4, amounts payable to it under Section 3.4 shall be limited to amounts that would be payable if such Assignee had complied with Section 3.4(c), and (iv) such Assignee shall have entered into an Assignment Agreement in the form of Exhibit A, pursuant to which such assignee Lender has agreed in writing to assume the rights and obligations of the assignor Lender (certified to the extent Purchaser that such Assignee is an "accredited investor" as that term is defined in any of such Assignmentparagraphs (1), (iii2), (3) such assignee Lender shallor (7) of Rule 501(a) under the Securities Act. In the event of any assignment, upon the request Purchaser (x) shall comply with Article VI of the Trust Depositor, provide Pooling Agreement; provided that no Opinion of Counsel shall be required to be delivered pursuant to Section 6.3(e) of the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Pooling Agreement with respect to such assignee Lenderany transfer to a Permitted Transferee, and (ivy) such assignee Lender shall comply with Section 8.08(d) give notice to Transferor and shall have delivered deliver to the Indenture TrusteeTransferor, prior to the effectiveness of such Assignmentfor acceptance and recording in its records, an executed copy of an assignment agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit CD. Within five Business Days of receipt thereof, and (vi) the Transferor shall, if Section 2.08(d) applies to such assignee Lender, such assignee Lender the assignment agreement has been fully executed by the Assignee and the Agent Purchaser, is completed and is in substantially the form of Exhibit D, execute the assignment agreement and record the information contained therein in its records. Upon the earlier of the expiration of such five Business Day period or the date of the recording, the assignment will become effective. Transferor, Servicer, ICP and the Purchaser agree to extend the rights and benefits with respect to Transferor under this Agreement to the Assignee to the extent the Assignee would have had if it were the Purchaser that was an original signatory to this Agreement; provided, that the parties hereto shall provide be entitled to continue to deal solely and directly with the forms assignor Purchaser in connection with the interests so assigned to the Assignee until the assignment agreement and any required fee, as described in Section 2.08(d) in above, shall have been delivered to the manner described thereinTransferor by the Purchaser and the Assignee and the assignment shall have become effective. The Servicer Upon the effective assignment of its Credit Exposure, the Purchaser shall notify each Rating Agency be relieved of each Assignment its obligations hereunder to the extent of which it has received noticethe assignment. (c) Each assignee Lender The sale or assignment by the Purchaser of any Credit Exposure to any Assignee (each, a "Transferee") shall comply not be effective until it has agreed to be bound by the provisions of this Agreement. Transferor and, the Sellers, the Servicer and ICP each authorize the Purchaser to disclose to any Transferee and any prospective Transferee any and all information in its possession concerning Transferor, the Sellers, the Servicer or ICP in connection with the applicable provisions Transferee's credit evaluation of Section 2.08(d)the Program prior to entering into this Agreement. (d) Each Lender agrees with Notwithstanding any other provision set forth in this Agreement, the Trust Depositor that: (a) such Lender will deliver to Purchaser may at any time create a security interest in all or any portion of its rights under this Agreement and the Trust Depositor on or before the effective date Certificate in favor of any Participation or Assignment a letter Federal Reserve Bank in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or by the Participant, in the case of a Participation, accordance with respect to the purchase by such Lender or Participant of a portion Regulation A of the Pro Rata Share and (b) all Board of Governors of the statements made by such Lender in such letter shall be true and correct as of the date madeFederal Reserve System. (e) Each Lender may assign and pledge all No transfer, assignment or a portion other conveyance of, or sale of its rights hereunder (including any rights to repayment of its Pro Rata Share Credit Exposure of the Loans and Purchaser in, the Certificate shall be made unless (i) the aggregate outstanding principal amount of the Certificate transferred, or in which any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender Credit Exposure is sold, pursuant to such Federal Reserve Bank. In transfer or sale is equal to a principal amount of Certificates that would represent at least 2.1% of the event total interests in partnership capital or profits, within the meaning of an assignment or pledge in accordance with the foregoing, such Lender shall not have assignedTreasury Regulation Section 1.7704-1, and the Federal Reserve Bank (ii) after giving effect thereto, there shall not be liable forno more than 20 Private Holders of Subject Instruments, any obligations of such Lender under this Agreementas reasonably determined by Transferor. Such assignment No Certificate may be made at any time without notice subdivided into an aggregate principal amount that would represent less than 2.1% of the total interest in partnership capital or other obligation profits as determined pursuant to the preceding sentence. Any (f) Each Affected Party with respect to the assignment. (f) Any Lender may at any time grant Purchaser shall be entitled to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under receive additional payments pursuant to this Agreement (each such Person, a "Participant"); provided, however, that such Participation shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agent, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the Participant were a Lender, (iii) such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a LenderPurchaser and this Agreement applied to its interest in a Certificate or commitment to make or acquire interests in Purchases; provided that such Affected Party shall not be entitled to additional payments pursuant to Section 3.4 attributable to its failure to satisfy the requirements of subsection 3.4(c) as if it were an Assignee. (g) Any Lender Each Affected Party claiming increased amounts described in this Agreement shall have furnish, through its related Purchaser, to the option Trustee, Servicer and Transferor a certificate setting forth in reasonable detail the basis and amount of each request by such Affected Party for any such amounts referred to change in this Agreement, which certificate will be prepared in accordance with the office requirements of such Lender at which this Agreement (if any). Determinations by an Affected Party of any increased amounts referred to in this Agreement shall be conclusive, absent demonstrable error. Each Affected Party shall promptly notify, through its Commitment or Pro Rata Share related Purchaser, the Trustee, Servicer and Transferor of the Loan occurrence of any event of which such Affected Party is maintained, provided aware that such Lender shall have prior would be likely to such change result in office complied with the provisions of Section 2.08(d) as such provisions relate a demand for compensation pursuant to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e)this Agreement.

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, of and be binding upon the Lenders, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer and their respective successors and permitted registered assigns (other than Participants); provided that neither of each of the Servicer nor the Trust Depositor may assign any of its rights or obligations hereunder (by operation of law or otherwise) parties, including, without limitation and without the prior written consent need for an express assignment, subsequent Holders of the Lenders except as otherwise provided herein or in the Pooling Agreement; and provided further, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein)Notes. (b) Subject Each Holder may sell or assign all or any portion of its Note to any Person, at any time, subject to clause (e) below. (c) Each Holder may, in the other provisions ordinary course of this Agreementits business and in accordance with the Note Documents and Applicable Law, each Lender may including applicable securities laws, at any time sell, assign sell to one or otherwise transfer more Persons (each, an "Assignment") to any assignee (upon such assignmenta “Participant”), a "Lender") participating interests in all or part a portion of the obligations due to it in respect of its Loan and its rights and obligations under this Agreement. Notwithstanding any such sale by such Holder of participating interests to a Participant, such Holder’s rights and obligations under this Agreement shall remain unchanged, such Holder shall remain solely responsible for the performance thereof, and the Company and the Collateral Agent shall continue to deal solely and directly with such Holder and shall have no obligations to deal with any Participant in connection with such Holder’s rights and obligations under this Agreement or the Notes. Any agreement or instrument pursuant to which a Holder sells such a participation shall provide that such Holder shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Holder will not, without the consent of the Participant, agree to any amendment, modification or waiver directly affecting (i) if a partial assignment an extension of the assignor Lender's interest in the Loanscheduled final maturity date of any Note allocated to such participation, the minimum amount of such assignment of the Loan shall be $1,000,000, or (ii) a reduction of the principal amount of or the rate of interest payable on any Note allocated to such assignee Lender participation. Subject to the further provisions of this subsection 10.2(c), Company agrees that each Participant shall have entered into an Assignment Agreement in be entitled to the form benefits of Exhibit A, Section 1.8 to the same extent as if it were a Holder and had acquired its interest by assignment pursuant to which such assignee Lender has agreed in writing Section 10.2. A Participant shall not be entitled to assume receive any greater payment under Section 1.8 than the rights and obligations of the assignor Lender (applicable Holder would have been entitled to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement receive with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant participation sold to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in Participant unless the form sale of Exhibit C, and (vi) if Section 2.08(d) applies the participation to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply Participant is made with the applicable provisions of Section 2.08(d)Company’s prior written consent. (d) In the event that any Holder sells any participation or assigns or transfers any interest in any Note, each Participant, successor or assign shall agree to (i) make the representations and warranties in Section 1.4 of this Agreement, and (ii) execute and deliver an Assumption Agreement. Each Lender assignee, by its purchase or other acquisition of a Note, hereby agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or be bound by the Participant, in the case of a Participation, with respect to the purchase by such Lender or Participant of a portion terms of the Pro Rata Share Collateral Agency Agreement and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date madeIntercreditor Agreement. (e) Each Lender Subject to the terms of that certain Note Purchase Agreement dated as of August 1, 2012, by and among Acquiror, the Noteholder Representative and the holders of Original Notes party thereto and so long as no Event of Default has occurred and is continuing, in no event may a Holder sell any participation or assign and pledge all or transfer any interest in any Note to a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share business competitor of the Loans and Company or any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to the assignmentGuarantor. (f) Any Lender may at The Company and each of the Guarantors shall assist any time grant to Holder in connection with any person a transfer, whether by sale or otherwise, assignment or participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights permitted under this Agreement (each as reasonably required to enable the assigning or selling Holder to effect any such Persontransfer, a "Participant"); providedassignment or participation, howeverincluding the execution and delivery of any and all agreements, that such Participation notes and other documents and instruments as shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer requested and the Trust Depositor prior to the effectiveness preparation of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agentinformational materials for, and the Agent will provide to participation of management in meetings with, potential assignees or participants. The Company and each Guarantor shall certify the Servicer correctness, completeness and Indenture Trustee, the forms described accuracy of all descriptions of each of them and their respective affairs contained in Section 2.08(d) as though the Participant were a Lender, (iii) any selling materials provided by it and all other information provided by it and included in such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lendermaterials. (g) Any Lender shall have Holder may furnish any information concerning the option to change Company and the office Guarantors in the possession of such Lender at which its Commitment or Pro Rata Share of the Loan is maintainedHolder from time to time to transferees, assignees and participants (including prospective transferees, assignees and participants); provided that such Lender Holder shall have prior obtain from actual or potential transferees, assignees or participants confidentiality covenants substantially equivalent to such change those contained in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e)10.20.

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, upon and inure to the benefit ofthe Borrower and the Lender, all future holders of the Lenders, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer Term Loan and their respective successors and permitted assigns (other than Participants); provided assigns, except that neither the Servicer nor the Trust Depositor Borrower may not assign or transfer any of its rights or obligations hereunder (by operation of law or otherwise) under this Agreement without the prior written consent of the Lenders except as otherwise provided herein or in the Pooling Agreement; and provided further, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein)Lender. (b) Subject to the other provisions of this AgreementThe Lender (an "ASSIGNOR") may, each Lender may in accordance with applicable law, at any time sell, and from time to time assign or otherwise transfer to any Person (each, an "Assignment") to any assignee (upon such assignment, a "LenderASSIGNEE") all or any part of the obligations due to it in respect of its Loan and its rights and obligations under this AgreementAgreement and the other Loan Documents pursuant to an Assignment and Acceptance, executed by such Assignee and such Assignor; provided PROVIDED that (i) if a partial unless otherwise agreed by the Borrower, no such assignment to an Assignee shall be in an aggregate principal amount of less than $2,000,000, in each case except in the case of an assignment of all of the assignor Lender's interest in interests under this Agreement. Upon such execution, delivery, acceptance and recording, from and after the Loaneffective date determined pursuant to such Assignment and Acceptance, (x) the minimum amount of such assignment of the Loan Assignee thereunder shall be $1,000,000a party hereto and, (ii) to the extent provided in such assignee Lender shall Assignment and Acceptance, have entered into an Assignment Agreement in the form of Exhibit A, pursuant to which such assignee Lender has agreed in writing to assume the rights and obligations of the assignor Lender hereunder as set forth therein, and (y) the Assignor thereunder shall, to the extent of provided in such Assignment)Assignment and Acceptance, (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of be released from its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of obligations under this Agreement and the Assignment Agreement with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply with the applicable provisions of Section 2.08(d). (d) Each Lender agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lenderand, in the case of an AssignmentAssignment and Acceptance covering all of an Assignor's rights and obligations under this Agreement, or such Assignor shall cease to be a party hereto) (it being understood that, upon any such assignment, the rights of the Lenders hereunder shall be exercised by a single, representative Lender acting at the Participant, in request of Lenders holding more than 50% of the aggregate unpaid principal amount of the Term Loan then outstanding). In the case of an assignment to a Participationfinancial institution, the Borrower agrees to amend this Agreement (subject to requisite shareholder approval, which approval the Borrower shall use commercially best efforts to obtain) to the extent reasonably requested by the Lender to add provisions with respect to the purchase by such Lender making or Participant maintaining of a portion of the Pro Rata Share and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date madeEurodollar Loans. (e) Each Lender may assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to the assignment. (f) Any Lender may at any time grant to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant"); provided, however, that such Participation shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agent, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the Participant were a Lender, (iii) such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lender. (g) Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share of the Loan is maintained, provided that such Lender shall have prior to such change in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e).

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, the Lendersand be binding upon, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer parties and their respective successors and permitted assigns (other than Participants); provided that neither the Servicer nor the Trust Depositor assigns. No Company Party may assign or delegate any of its or their rights or and obligations hereunder (by operation of law or otherwise) any interest herein or therein without the prior written consent of the Lenders except as otherwise provided herein or in Purchaser. The Purchaser may, without the Pooling Agreement; and provided furtherconsent of any Company Party, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein). (b) Subject to the other provisions of this Agreement, each Lender may at any time sell, assign or otherwise transfer delegate to one or more Persons (each, each 106 an "Assignment") to any assignee (upon such assignment, a "LenderASSIGNEE") all or any part of the obligations due to it in respect of its Loan right, title and its rights and obligations under this Agreement; provided that (i) if a partial assignment of the assignor Lender's interest in the Loan, the minimum amount of such assignment of the Loan shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in the form of Exhibit A, pursuant and to which such assignee Lender has agreed in writing to assume the rights and obligations of the assignor Lender (to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement other Investment Documents, including, without limitation, all or any part of the Obligations, subject to compliance with respect to applicable federal and state securities laws; PROVIDED, HOWEVER, that, in any privately negotiated transaction involving a sale or assignment by the Purchaser of any such assignee Lenderright, (iv) such assignee Lender title or interest, the Purchaser shall comply with Section 8.08(d) and shall have delivered to obtain from the Indenture Trustee, prior to the effectiveness Assignee in writing investment intent representations which would be customarily obtained in transactions of such Assignmentnature; and PROVIDED FURTHER, an executed copy of an agreement under which such assignee Lender has made HOWEVER, that the representations, warranties Company Parties shall continue to deal solely and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply directly with the applicable provisions Purchaser in connection with any right, title or interest so assigned until written notice of Section 2.08(d). (d) Each Lender agrees such assignment, together with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit Apayment instructions, executed by such Lender, in the case of an Assignment, or by the Participant, in the case of a Participation, addresses and related information with respect to the purchase by such Lender Assignee, shall have been given to the Company Parties. If the Purchaser assigns to any Assignee a fifty percent (50.0%) or Participant of a portion lesser interest in and to the aggregate principal amount of the Pro Rata Share Note then outstanding, any decisions that the Purchaser is entitled to make under this Agreement, the Note and (b) all of the statements other Investment Documents shall be made by such Lender in such letter shall be true and correct as of the date made. (e) Each Lender may assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assignedPurchaser, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment Company Parties may be made at any time without notice or other obligation continue to deal solely and directly with respect to the assignment. (f) Any Lender may at any time grant to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant"); provided, however, that such Participation shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender Purchaser in connection with this Agreement; provided, however, the Trust shall be obligated interests so assigned to reimburse such Participant for all amounts under Sections 2.07, 2.08 the Assignee. If the Purchaser assigns to any Assignee more than a fifty percent (50.0%) interest in and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an aggregate principal amount not in excess of the amounts Note then outstanding, any decisions that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant Purchaser is entitled to make under this Agreement, the Note and the other Investment Documents shall be made (xa) receive payments with respect by the Holders of a majority of the aggregate principal amount of the Note outstanding at the time such decision is or is to its Participation without deduction be made, or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (iib) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior notice thereof is given to the date on which Issuers by the first interest payment is due to Holders of a majority of the Participantaggregate principal amount of the Note outstanding at the time, such Lender will receive and provide to the Agent, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the Participant were a Lender, (iii) such Participant decisions shall have entered into a Confidentiality Agreement substantially be made in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lender. (g) Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share of the Loan is maintained, provided that such Lender shall have prior to such change in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or manner directed by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e)Holders.

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, the LendersHoldback Amount Designees, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer and their respective successors and permitted assigns (other than Participants); provided that neither the Servicer nor the Trust Depositor may assign any of its rights or obligations hereunder (by operation of law or otherwise) without the prior written consent of the Lenders Holdback Amount Designees except as otherwise provided herein or in the Pooling AgreementAgreement and, if the Holdback Amount or Reserve Account is rated by S&P, upon confirmation by S&P that such assignment will not result in a withdrawal or reduction of the rating of the Holdback Amount or Reserve Account, as the case may be; and provided further, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein). (b) Subject to the other provisions of this Agreement, each Lender Holdback Amount Designee may at any time sell, assign or otherwise transfer (each, an "Assignment") to any assignee (upon such assignment, a "LenderHoldback Amount Designee") all or part of the obligations due to it in respect of its Loan the Holdback Amount and its rights and obligations under this Agreement; provided that (i) if a partial assignment of the assignor LenderHoldback Amount Designee 's interest in the LoanHoldback Amount, the minimum amount of such assignment of the Loan Holdback Amount shall be $1,000,000, (ii) such assignee Lender Holdback Amount Designee shall have entered into an Assignment Agreement in the form of Exhibit A, pursuant to which such assignee Lender Holdback Amount Designee has agreed in writing to assume the rights and obligations of the assignor Lender Holdback Amount Designee (to the extent of such Assignment), (iii) such assignee Lender Holdback Amount Designee shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement with respect to such assignee LenderHoldback Amount Designee, (iv) such assignee Lender Holdback Amount Designee shall comply with Section 8.08(d6.08(c) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender Holdback Amount Designee has made the representations, warranties and covenants required to be made pursuant to such Section Section, and Section 2.08(d), (v) such assignee Lender Holdback Amount Designee shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice.C. (c) Each assignee Lender shall comply with the applicable provisions of Section 2.08(d). (d) Each Lender Holdback Amount Designee agrees with the Trust Depositor that: (a) such Lender Holdback Amount Designee will deliver to the Trust Depositor on or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or by the Participant, in the case of a Participation, with respect to the purchase by such Lender or Participant of a portion of the Pro Rata Share Holdback Amount Designee and (b) all of the statements made by such Lender Holdback Amount Designee in such letter shall be true and correct as of the date made. (ed) Each Lender may assign and pledge all or a portion of its rights hereunder (including In connection with any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event assignment of an assignment or pledge interest in accordance with the foregoing, such Lender shall not have assigned, and Holdback Amount (the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to the assignment. (f) Any Lender may at any time grant to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "ParticipantTransaction"); provided, however, that such Participation shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer and the Trust Depositor prior and CFUSA recognize that a purchaser will need certain confidential information relating to the effectiveness of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, CFUSA and their affiliates (such information, including information obtained through inspection of NCT Funding, CFUSA or their affiliates pursuant to this Agreement, "Information") including Information relating to equipment lease programs that has not been disclosed to the Servicer nor public. Because the Agent shall have any obligation to, have any communication use or relationship whatsoever with, or liability whatsoever to, any Participant disclosure of such Lender in connection with this Agreement; provided, however, the Trust shall Information would be obligated damaging to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) , CFUSA and their affiliates, each of NCT Funding and CFUSA are willing to supply such Information to a prospective purchaser of an interest in writing the Holdback Amount only if the prospective purchaser of agrees to the identity conditions set forth below. The term "Information" shall not include, and interest of each Participant upon any such disposition. In granting any Participationthe following conditions shall not apply to, the Lender certifies, represents and warrants information that (i) such Participant is entitled to (x) receive payments with respect published or part of the public knowledge prior to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding taxreceipt by such prospective purchaser, (ii) if Section 2.08(d) applies to becomes published or part of the public knowledge after its receipt by such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agent, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the Participant were a Lenderprospective purchaser, (iii) was known to such Participant shall have entered into a Confidentiality Agreement substantially prospective purchaser prior to its receipt of the interest in the form of Exhibit CHoldback Amount, and or (iv) is acquired by such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were prospective purchaser from someone other than the Trust Depositor, CFUSA or their affiliates, or a Lender. (g) Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share of the Loan is maintainedrepresentative thereof, provided that such Lender representative has a right to convey the information without restriction. Accordingly, in consideration of the foregoing, any prospective purchaser of an interest in the Holdback Amount agrees (on behalf of itself and each of its affiliates, directors, officers, employees and representatives) that (A) the Information will not be used by such prospective purchaser except in connection with the proposed Transaction mentioned above and (B) such prospective purchaser shall have use reasonable precautions, in accordance with its respective customary procedures for handling confidential information and in accordance with safe and sound banking practices, to keep the Information confidential, provided that nothing herein shall limit the disclosure of any such information (i) to the extent required by statute, rule, regulation or judicial process, (ii) to such prospective purchaser's counsel, (iii) to bank examiners, auditors or accountants, (iv) pursuant to legal process; provided, further, that, such prospective purchaser agrees, prior to disclosure of any of the Information, to notify the Trust Depositor of any request for disclosure of any such change information, (x) by any governmental agency or representative thereof (other than any such request in office complied connection with the provisions an examination of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or your financial condition by such Lender's compliance with the provisions of Section 2.07(cgovernmental agency) or Section 2.08(e)(y) pursuant to legal process.

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, upon and inure to the benefit of, the Borrower and the Lenders, all future holders of the Trust, the Indenture Trustee, the Trust Depositor, the Servicer Notes and their respective successors successors, heirs, representatives and permitted assigns (other than Participants); provided assigns, except that neither the Servicer nor the Trust Depositor Borrower may not assign or transfer any of its rights or obligations hereunder (by operation of law under this Agreement or otherwise) the other Loan Documents without the prior written consent of the Lenders except as otherwise provided herein and the Lenders may not assign or in the Pooling Agreement; and provided further, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from transfer any of their respective rights or obligations arising hereunder under this Agreement or the other Loan Documents without the prior to written consent of the Borrower (except for testamentary or inter vivos estate planning transfers, which may be effected without such assignment (including obligations with respect to breaches consent of representations and warranties made hereinBorrower). (b) Subject Solely to the other provisions extent an assignment is permitted pursuant to Section 8.6(a), any of this Agreementthe Lenders (an "ASSIGNOR") may, each Lender may in accordance with applicable law, at any time sell, and from time to time assign or otherwise transfer to any Person (each, an "Assignment") to any assignee (upon such assignment, a "LenderASSIGNEE") all or any part of their rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, executed by such Assignee and such Assignor. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations due of the Lenders hereunder as set forth therein, and (y) the Assignor thereunder shall, to it the extent provided in respect such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of its Loan an Assignment and its Acceptance covering all of an Assignor's rights and obligations under this Agreement; provided that (i) if a partial assignment of the assignor Lender's interest in the Loan, the minimum amount of such assignment of the Loan Assignor shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in the form of Exhibit A, pursuant to which such assignee Lender has agreed in writing to assume the rights and obligations of the assignor Lender (to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required cease to be made pursuant to such Section and Section 2.08(da party hereto), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply with the applicable provisions of Section 2.08(d). (d) Each Lender agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, Except in the case of an Assignmentthe assignment of all of the Lenders' interest in this Agreement, or by the Participant, in the case of a Participation, Lenders shall retain all rights and obligations with respect to the purchase by such Lender or Participant administration, waiver, amendment, collection and enforcement of, compliance with and consent to the terms and provisions of a portion of this Agreement, the Pro Rata Share and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date made. (e) Each Lender may assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans Notes and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to the assignmentSecurity Documents. (f) Any Lender may at any time grant to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant"); provided, however, that such Participation shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agent, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the Participant were a Lender, (iii) such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lender. (g) Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share of the Loan is maintained, provided that such Lender shall have prior to such change in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e).

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, the LendersNAFCO, the TrustAdministrator, the Indenture Trustee, the Trust Depositor, the Servicer Purchaser and their respective successors and permitted assigns (other than Participants)assigns; provided provided, however, that neither the Servicer NAFCO nor the Trust Depositor Administrator may assign any of its rights or obligations hereunder or in connection herewith or any interest herein (voluntarily, by operation of law or otherwise) without the prior written consent of the Lenders except as otherwise provided herein or in holders of at least 66-2/3% of the Pooling Agreementoutstanding Class B Certificates; and provided and, provided, further, that no assignment the Purchaser may not transfer, pledge, assign, sell participations in or otherwise encumber its rights or obligations hereunder or in connection herewith or any interest herein except as permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein)under this Section 8.3. (b) Subject to the other provisions of this Agreement, each Lender The Purchaser may at any time sell, assign sell to one or otherwise transfer more banks or other entities (each, an "AssignmentParticipants") to any assignee (upon such assignment, a "Lender") participating interests in all or part any portion of its Certificate and its obligations hereunder. In the event of any such sale by the Purchaser of participating interests to a Participant, the Purchaser shall notify NAFCO of the identity of such Participant upon a request by NAFCO, the Purchaser's obligations due to it under this Agreement shall remain unchanged, the Purchaser shall remain solely responsible for the performance thereof, and the Purchaser shall remain the holder of its rights under its Class B Certificate and this Agreement for all purposes under this Agreement. The Purchaser agrees that any agreement between the Purchaser and any Participant in respect of its Loan and its rights and obligations such participating interest shall not restrict the Purchaser's right to agree to any amendment, supplement or modification of the Transaction Documents except to extend the final maturity of any Obligation, reduce the rate or extend the time of payment of interest thereon or any fees owed to the Purchaser under this Agreement; provided that (i) if a partial assignment Agreement or any of the assignor Lender's interest in other Transaction Documents or reduce the Loan, the minimum principal amount of such assignment of the Loan shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in the form of Exhibit A, pursuant to which such assignee Lender has agreed in writing to assume the rights and obligations of the assignor Lender (to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received noticeany Obligation. (c) Each assignee Lender shall comply Subject to Section 8.11, NAFCO and National Auto each authorize the Purchaser to disclose to any Participant (each, a "Transferee") and any prospective Transferee and any prospective Transferee any and all information in the Purchaser's possession concerning NAFCO, National Auto and any Subsidiary of National Auto which has been delivered to the Purchaser by NAFCO, National Auto or the Trustee in connection with the applicable provisions Purchaser's credit evaluation of Section 2.08(d)the Trust prior to entering into this Agreement. (d) Each Lender agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of Notwithstanding any Participation or Assignment a letter other provisions set forth in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or by the Participant, in the case of a Participation, with respect to the purchase by such Lender or Participant of a portion of the Pro Rata Share and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date made. (e) Each Lender may assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to , the assignment. (f) Any Lender Purchaser may at any time grant to any person create a participation (each, a "Participation") security interest in all or part (but not less than $1,000,000) any portion of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant"); provided, however, that such Participation shall be void, unless such Participant shall comply and its Class B Certificate in favor of any Federal Reserve Bank in accordance with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess Regulation A of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing Board of Governors of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agent, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the Participant were a Lender, (iii) such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a LenderFederal Reserve System. (g) Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share of the Loan is maintained, provided that such Lender shall have prior to such change in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e).

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, of and be binding upon the Lenders, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer and their respective successors and permitted registered assigns (other than Participants); provided that neither of each of the Servicer nor the Trust Depositor may assign any of its rights or obligations hereunder (by operation of law or otherwise) parties, including, without limitation and without the prior written consent of the Lenders except as otherwise provided herein or in the Pooling Agreement; and provided furtherneed for an express assignment, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein)subsequent Holders. (b) Subject Each Holder may sell or assign all or any portion of its Notes to any Person, at any time, subject to clause (e) below. (c) Each Holder may, in the other provisions ordinary course of this Agreementits business and in accordance with the Note Documents and Applicable Law, each Lender may including applicable securities laws, at any time sell, assign sell to one or otherwise transfer more Persons (each, an "Assignment") to any assignee (upon such assignmenta Participant), a "Lender") participating interests in all or part a portion of the obligations due to it in respect of its Loan and its rights and obligations under this Agreement. Notwithstanding any such sale by such Holder of participating interests to a Participant, such Holders rights and obligations under this Agreement shall remain unchanged, such Holder shall remain solely responsible for the performance thereof, and the Company shall continue to deal solely and directly with such Holder and shall have no obligations to deal with any Participant in connection with such Holders rights and obligations under this Agreement or the Notes. Any agreement or instrument pursuant to which a Holder sells such a participation shall provide that such Holder shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that (i) if a partial assignment such agreement or instrument may provide that such Holder will not, without the consent of the assignor Lender's interest in the LoanParticipant, the minimum amount of such assignment agree to any amendment, modification or waiver directly affecting an extension of the Loan shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in the form of Exhibit A, pursuant to which such assignee Lender has agreed in writing to assume the rights and obligations of the assignor Lender (to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply with the applicable provisions of Section 2.08(d). (d) Each Lender agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective scheduled final maturity date of any Participation Note allocated to such participation or Assignment a letter in reduction of the form attached hereto as Exhibit A, executed by Principal Amount of or the rate of interest payable on any Note allocated to such Lender, in the case of an Assignment, or by the Participant, in the case of a Participation, with respect participation. Subject to the purchase by such Lender or further provisions of this subsection 10.2(c), the Company agrees that each Participant of a portion of the Pro Rata Share and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date made. (e) Each Lender may assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect entitled to the assignment. (f) Any Lender may at any time grant to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant"); provided, however, that such Participation shall be void, unless such Participant shall comply with the applicable provisions benefits of Section 8.08(d) and such Lender shall have delivered 1.8 to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, same extent as if it were a Lender, prior Holder and had acquired its interest by assignment pursuant to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agent, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the 10.2. A Participant were a Lender, (iii) such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lender. (g) Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share of the Loan is maintained, provided that such Lender shall have prior to such change in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to receive any amounts otherwise payable greater payment under Section 2.07 or Section 2.08 resulting solely from 1.8 than the applicable Holder would have been entitled to receive with respect to the participation sold to such change in office Participant unless the sale of the participation to such change in office was mandated by applicable law or by such Lender's compliance Participant is made with the provisions of Section 2.07(c) or Section 2.08(e)Companys prior written consent.

Successors and Assigns; Assignments. (a) This The provisions of this Agreement shall be binding upon, upon and inure to the benefit of, of the Lenders, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer parties hereto and their respective successors and assigns permitted assigns hereby, except that (other than Participants); provided that neither i) the Servicer nor the Trust Depositor Borrower may not assign or otherwise transfer any of its rights or obligations hereunder (by operation of law or otherwise) without the prior written consent of the Lenders Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) the Lender may not assign or otherwise transfer its rights or obligations hereunder except as otherwise provided herein or in the Pooling Agreement; and provided further, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations accordance with respect to breaches of representations and warranties made herein)this Section. (b) Subject to the other provisions of this Agreement, each The Lender may at any time sell, assign or otherwise transfer all (each, an "Assignment"but not a portion) to any assignee (upon such assignment, a "Lender") all or part of the obligations due to it in respect of its Loan and its rights and obligations under this Agreement; provided that Agreement (including all (but not a portion) of the Loan at the time owing to it) to (i) if a partial assignment an Affiliate of the assignor Lender's interest in the Loan, the minimum amount of such assignment of the Loan shall be $1,000,000, Lender or (ii) to any other Person (other than any Person that is not a “U.S. Person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Person”)) provided that, with respect to clause (ii) only, so long as no Loan Event of Default has occurred and is continuing, the Borrower has consented to such assignee Lender and such assignment; from and after the effective date specified in each assignment the assignee thereunder shall be a party hereto and, to the extent of the interest assigned have entered into an Assignment Agreement in the form of Exhibit A, pursuant to which such assignee Lender has agreed in writing to assume the rights and obligations of the assignor a Lender (to the extent of such Assignment)under this Agreement, (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of Lender thereunder shall be released from its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of obligations under this Agreement and the Assignment Agreement with respect shall cease to such assignee Lender, (iv) such assignee Lender be a party hereto but shall comply with Section 8.08(d) and shall have delivered continue to be entitled to the Indenture Trustee, prior to the effectiveness benefits of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties Sections 2.9 and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice9.5. (c) Each The Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure its obligations, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release the Lender from any of its obligations hereunder or substitute any such pledgee or assignee for the Lender shall comply with the applicable provisions of Section 2.08(d)as a party hereto. (d) Each Lender agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, in acting for this purpose as an agent of Borrower, will maintain at its principal office a register (the case “Register”) for the purpose of an Assignment, or by registering the Participant, in the case of a Participation, with respect to the purchase by such Lender or Participant of a portion Loan and registering all transfers of the Pro Rata Share Loan. The Loan may only be transferred by a notation on the Register and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date made. (e) Each Lender may assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations terms of such Lender under this Agreement. Such assignment may The Register shall be made available for inspection by Borrower at any reasonable time without notice or other obligation with respect and from time to time upon reasonable prior notice. Any recording in the assignment. (f) Any Lender may at any time grant to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant"); provided, however, that such Participation Register shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) conclusive and such Lender shall have delivered to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially binding in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and absence of manifest error; provided that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated failure to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon make any such disposition. In granting recordation, nor any Participationerror in such recordation, shall affect the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with Borrower’s obligations in respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agent, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the Participant were a Lender, (iii) such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lender. (g) Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share of the Loan is maintained, provided that such Lender shall have prior to such change in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e)otherwise.

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, of and be binding upon the Lenders, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer and their respective successors and permitted registered assigns (other than Participants); provided that neither of each of the Servicer nor the Trust Depositor may assign any of its rights or obligations hereunder (by operation of law or otherwise) parties, including, without limitation and without the prior written consent of the Lenders except as otherwise provided herein or in the Pooling Agreement; and provided furtherneed for an express assignment, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein)subsequent Holders. (b) Subject Each Holder may sell or assign all or any portion of its Notes to any Person, at any time, subject to clause (e) below. (c) Each Holder may, in the other provisions ordinary course of this Agreementits business and in accordance with the Note Documents and Applicable Law, each Lender may including applicable securities laws, at any time sell, assign sell to one or otherwise transfer more Persons (each, an "Assignment") to any assignee (upon such assignment, a "LenderParticipant") ), participating interests in all or part a portion of the obligations due to it in respect of its Loan and its rights and obligations under this Agreement. Notwithstanding any such sale by such Holder of participating interests to a Participant, such Holder’s rights and obligations under this Agreement shall remain unchanged, such Holder shall remain solely responsible for the performance thereof, and Parent Issuer shall continue to deal solely and directly with such Holder and shall have no obligations to deal with any Participant in connection with such Holder’s rights and obligations under this Agreement or the Notes. Any agreement or instrument pursuant to which a Holder sells such a participation shall provide that such Holder shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that (i) if a partial assignment such agreement or instrument may provide that such Holder will not, without the consent of the assignor Lender's interest in the LoanParticipant, the minimum amount of such assignment agree to any amendment, modification or waiver directly affecting an extension of the Loan scheduled final maturity date of any Note allocated to such participation or a reduction of the Principal Amount of or the rate of interest payable on any Note allocated to such participation. Subject to the further provisions of this subsection 10.2(c), Parent Issuer agrees that each Participant shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in entitled to the form benefits of Exhibit A, Section 1.8 to the same extent as if it were a Holder and had acquired its interest by assignment pursuant to which such assignee Lender has agreed in writing Section 10.2. A Participant shall not be entitled to assume receive any greater payment under Section 1.8 than the rights and obligations of the assignor Lender (applicable Holder would have been entitled to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement receive with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant participation sold to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in Participant unless the form sale of Exhibit C, and (vi) if Section 2.08(d) applies the participation to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply Participant is made with the applicable provisions of Section 2.08(d)Parent Issuer’s prior written consent. (d) In the event that any Holder sells any participation or assigns or transfers any interest in any Note, each Participant, successor or assign shall agree to (i) make the representations and warranties in Section 1.4 of this Agreement, and (ii) execute and deliver an Assumption Agreement. Each Lender assignee, by its purchase or other acquisition of a Note, hereby agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or be bound by the Participant, in the case of a Participation, with respect to the purchase by such Lender or Participant of a portion terms of the Pro Rata Share Collateral Agency Agreement and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date madeIntercreditor Agreement. (e) Each Lender In no event may a Holder sell any participation or assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and transfer any interest thereon) in any Note to a business competitor of Parent Issuer or any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to the assignmentGuarantor. (f) Any Lender may at Parent Issuer and each of the Guarantors shall assist any time grant to Holder in connection with any person a transfer, whether by sale or otherwise, assignment or participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights permitted under this Agreement (each as reasonably required to enable the assigning or selling Holder to effect any such Persontransfer, a "Participant"); providedassignment or participation, howeverincluding the execution and delivery of any and all agreements, that such Participation notes and other documents and instruments as shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer requested and the Trust Depositor prior to the effectiveness preparation of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agentinformational materials for, and the Agent will provide to participation of management in meetings with, potential assignees or participants. Parent Issuer and each Guarantor shall certify the Servicer correctness, completeness and Indenture Trustee, the forms described accuracy of all descriptions of each of them and their respective affairs contained in Section 2.08(d) as though the Participant were a Lender, (iii) any selling materials provided by it and all other information provided by it and included in such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lendermaterials. (g) Any Lender shall have Holder may furnish any information concerning Parent Issuer and the option to change Guarantors in the office possession of such Lender at which its Commitment or Pro Rata Share of the Loan is maintainedHolder from time to time to transferees, assignees and participants (including prospective transferees, assignees and participants); provided that such Lender Holder shall have prior obtain from actual or potential transferees, assignees or participants confidentiality covenants substantially equivalent to such change those contained in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e)10.20.

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, the Lenders, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer and their respective successors and permitted assigns (other than Participants); provided that neither the Servicer nor the Trust Depositor may assign any of its rights or obligations hereunder (by operation of law or otherwise) without the prior written consent of the Lenders except as otherwise provided herein or in the Pooling Agreement; and provided further, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein). (b) Subject to the other provisions of this Agreement, each Lender may at any time sell, assign or otherwise transfer (each, an "Assignment") to any assignee (upon such assignment, a "Lender") all or part of the obligations due to it in respect of its Loan and its rights and obligations under this Agreement; provided that (i) if a partial assignment of the assignor Lender's interest in the Loan, the minimum amount of such assignment of the Loan shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in the form of Exhibit A, pursuant to which such assignee Lender has agreed in writing to assume the rights and obligations of the assignor Lender (to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply with the applicable provisions of Section 2.08(d). (d) Each Lender agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or by the Participant, in the case of a Participation, with respect to the purchase by such Lender or Participant of a portion of the Pro Rata Share and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date made. (e) Each Lender may assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to the assignment. (f) Any Lender may at any time grant to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant"); provided, however, that such Participation shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither none of the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agent, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the Participant were a Lender, (iii) such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lender. (g) Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share of the Loan is maintained, provided that such Lender shall have prior to such change in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e).

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, of and be binding upon the Lenders, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer and their respective successors and permitted registered assigns (other than Participants); provided that neither of each of the Servicer nor the Trust Depositor may assign any of its rights or obligations hereunder (by operation of law or otherwise) parties, including, without limitation and without the prior written consent of the Lenders except as otherwise provided herein or in the Pooling Agreement; and provided furtherneed for an express assignment, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein)subsequent Holders. (b) Subject Each Holder may sell or assign all or any portion of its Notes to any Person, at any time; provided that, notwithstanding anything herein to the other provisions contrary, so long as any Parent Third Lien Notes are outstanding, any sale or assignment by any Holder of this Agreementall or any portion of its Notes to any Person shall occur concurrently with a sale or assignment to such Person of a ratable portion of such Holder’s Parent Third Lien Notes. (c) Each Holder may, each Lender may in the ordinary course of its business and in accordance with the Note Documents and Applicable Law, including applicable securities laws, at any time sell, assign sell to one or otherwise transfer more Persons (each, an "Assignment") to any assignee (upon such assignmenta “Participant”), a "Lender") participating interests in all or part a portion of the obligations due to it in respect of its Loan and its rights and obligations under this Agreement. Notwithstanding any such sale by such Holder of participating interests to a Participant, such Holder’s rights and obligations under this Agreement shall remain unchanged, such Holder shall remain solely responsible for the performance thereof, and Issuer and the Collateral Agent shall continue to deal solely and directly with such Holder and shall have no obligations to deal with any Participant in connection with such Holder’s rights and obligations under this Agreement or the Notes. Any agreement or instrument pursuant to which a Holder sells such a participation shall provide that such Holder shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that (i) if a partial assignment such agreement or instrument may provide that such Holder will not, without the consent of the assignor Lender's interest in the LoanParticipant, the minimum amount of such assignment agree to any amendment, modification or waiver directly affecting an extension of the Loan scheduled final maturity date of any Note allocated to such participation or a reduction of the Principal Amount of or the rate of interest payable on any Note allocated to such participation. Subject to the further provisions of this subsection 10.2(c), Issuer agrees that each Participant shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in entitled to the form benefits of Exhibit A, Section 1.8 to the same extent as if it were a Holder and had acquired its interest by assignment pursuant to which such assignee Lender has agreed in writing Section 10.2. A Participant shall not be entitled to assume receive any greater payment under Section 1.8 than the rights and obligations of the assignor Lender (applicable Holder would have been entitled to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement receive with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant participation sold to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in Participant unless the form sale of Exhibit C, and (vi) if Section 2.08(d) applies the participation to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply Participant is made with the applicable provisions of Section 2.08(d)Issuer’s prior written consent. (d) In the event that any Holder sells any participation or assigns or transfers any interest in any Note, each Participant, successor or assign shall agree to (i) make the representations and warranties in Section 1.4 of this Agreement, and (ii) execute and deliver an Assumption Agreement. Each Lender assignee, by its purchase or other acquisition of a Note, hereby agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or be bound by the Participant, in the case of a Participation, with respect to the purchase by such Lender or Participant of a portion terms of the Pro Rata Share Collateral Agency Agreement and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date madeIntercreditor Agreement. (e) Each Lender Subject to the terms of that certain Note Purchase Agreement dated as of August 1, 2012, by and among Acquiror, the Noteholder Representative and the holders of Original Notes party thereto and so long as no Event of Default has occurred and is continuing, in no event may a Holder sell any participation or assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and transfer any interest thereon) in any Note to a business competitor of Issuer or any Federal Reserve Bank as collateral to secure any obligation Guarantor without the prior written consent of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to the assignmentParent. (f) Any Lender may at Issuer and each of the Guarantors shall assist any time grant to Holder in connection with any person a transfer, whether by sale or otherwise, assignment or participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights permitted under this Agreement (each as reasonably required to enable the assigning or selling Holder to effect any such Persontransfer, a "Participant"); providedassignment or participation, howeverincluding the execution and delivery of any and all agreements, that such Participation notes and other documents and instruments as shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer requested and the Trust Depositor prior to the effectiveness preparation of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agentinformational materials for, and the Agent will provide to participation of management in meetings with, potential assignees or participants. Issuer and each Guarantor shall certify the Servicer correctness, completeness and Indenture Trustee, the forms described accuracy of all descriptions of each of them and their respective affairs contained in Section 2.08(d) as though the Participant were a Lender, (iii) any selling materials provided by it and all other information provided by it and included in such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lendermaterials. (g) Any Lender shall have Holder may furnish any information concerning Issuer and the option to change Guarantors in the office possession of such Lender at which its Commitment or Pro Rata Share of the Loan is maintainedHolder from time to time to transferees, assignees and participants (including prospective transferees, assignees and participants); provided that such Lender Holder shall have prior obtain from actual or potential transferees, assignees or participants confidentiality covenants substantially equivalent to such change those contained in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e)10.20.

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, the Lendersand be binding upon, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer parties and their respective successors and permitted assigns (other than Participants); provided that neither the Servicer nor the Trust Depositor assigns. No Company Party may assign or delegate any of its or their rights or and obligations hereunder (by operation of law or otherwise) any interest herein or therein without the prior written consent of the Lenders except as otherwise provided herein or in Purchaser. The Purchaser may, without the Pooling Agreement; and provided furtherconsent of any Company Party, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein). (b) Subject to the other provisions of this Agreement, each Lender may at any time sell, assign or otherwise transfer delegate to one or more Persons (each, each an "Assignment") to any assignee (upon such assignment, a "LenderASSIGNEE") all or any part of the obligations due to it in respect of its Loan right, title and its rights and obligations under this Agreement; provided that (i) if a partial assignment of the assignor Lender's interest in the Loan, the minimum amount of such assignment of the Loan shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in the form of Exhibit A, pursuant and to which such assignee Lender has agreed in writing to assume the rights and obligations of the assignor Lender (to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement other Investment Documents, including, without limitation, all or any part of the Obligations, subject to compliance with respect to applicable federal and state securities laws; PROVIDED, HOWEVER, that, in any privately negotiated transaction involving a sale or assignment by the Purchaser of any such assignee Lenderright, (iv) such assignee Lender title or interest, the Purchaser shall comply with Section 8.08(d) and shall have delivered to obtain from the Indenture Trustee, prior to the effectiveness Assignee in writing investment intent representations which would be customarily obtained in transactions of such Assignmentnature; and PROVIDED FURTHER, an executed copy of an agreement under which such assignee Lender has made HOWEVER, that the representations, warranties Company Parties shall continue to deal solely and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply directly with the applicable provisions Purchaser in connection with any right, title or interest so assigned until written notice of Section 2.08(d). (d) Each Lender agrees such assignment, together with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit Apayment instructions, executed by such Lender, in the case of an Assignment, or by the Participant, in the case of a Participation, addresses and related information with respect to the purchase by such Lender Assignee, shall have been given to the Company Parties. If the Purchaser assigns to any Assignee a fifty percent (50.0%) or Participant of a portion lesser interest in and to the aggregate principal amount of the Pro Rata Share Note then outstanding, any decisions that the Purchaser is entitled to make under this Agreement, the Note and (b) all of the statements other Investment Documents shall be made by such Lender in such letter shall be true and correct as of the date made. (e) Each Lender may assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assignedPurchaser, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment Company Parties may be made at any time without notice or other obligation continue to deal solely and directly with respect to the assignment. (f) Any Lender may at any time grant to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant"); provided, however, that such Participation shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender Purchaser in connection with this Agreement; provided, however, the Trust shall be obligated interests so assigned to reimburse such Participant for all amounts under Sections 2.07, 2.08 the Assignee. If the Purchaser assigns to any Assignee more than a fifty percent (50.0%) interest in and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an aggregate principal amount not in excess of the amounts Note then outstanding, any decisions that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant Purchaser is entitled to make under this Agreement, the Note and the other Investment Documents shall be made (xa) receive payments with respect by the Holders of a majority of the aggregate principal amount of the Note outstanding at the time such decision is or is to its Participation without deduction be made, or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (iib) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior notice thereof is given to the date on which Issuers by the first interest payment is due to Holders of a majority of the Participantaggregate principal amount of the Note outstanding at the time, such Lender will receive and provide to the Agent, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the Participant were a Lender, (iii) such Participant decisions shall have entered into a Confidentiality Agreement substantially be made in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lender. (g) Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share of the Loan is maintained, provided that such Lender shall have prior to such change in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or manner directed by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e)Holders.

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, the Lendersand be binding upon, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer parties and their respective successors and permitted assigns (other than Participants); provided that neither assigns. None of the Servicer nor the Trust Depositor may Company Parties shall assign or delegate any of its their rights or and obligations hereunder (by operation of law or otherwise) any interest herein or therein without the prior written consent of the Lenders except as otherwise provided herein or in Purchaser. The Purchaser may, without the Pooling Agreement; and provided furtherconsent of any Company Party, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein). (b) Subject to the other provisions of this Agreement, each Lender may at any time sell, assign or otherwise transfer delegate to one or more Persons (each, each an "Assignment") to any assignee (upon such assignment, a "LenderAssignee") all or any part of the obligations due to it in respect of its Loan right, title and its rights and obligations under this Agreement; provided that (i) if a partial assignment of the assignor Lender's interest in the Loan, the minimum amount of such assignment of the Loan shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in the form of Exhibit A, pursuant and to which such assignee Lender has agreed in writing to assume the rights and obligations of the assignor Lender (to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement with respect to such assignee Lenderother Investment Documents, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trusteeincluding, prior to the effectiveness of such Assignmentwithout limitation, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply with the applicable provisions of Section 2.08(d). (d) Each Lender agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on all or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or by the Participant, in the case of a Participation, with respect to the purchase by such Lender or Participant of a portion part of the Pro Rata Share Obligations, subject to compliance with applicable federal and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date made. (e) Each Lender may assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to the assignment. (f) Any Lender may at any time grant to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant")state securities laws; provided, however, that such Participation shall be void, unless such Participant shall comply the Company Parties may continue to deal solely and directly with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender Purchaser in connection with this Agreement; providedany right, howevertitle or interest so assigned until written notice of such assignment, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07together with payment instructions, 2.08 addresses and 2.10 as if such Participant were a Lender hereunder, but related information with respect to Participations made by Lenders other than the initial LenderAssignee, only shall have been given to the Company. If the Purchaser assigns to any Assignee a fifty percent (50.0%) or lesser interest in an and to the aggregate principal amount not in excess of the amounts Note then outstanding, any decisions that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant Purchaser is entitled to (x) receive payments make under this Agreement, the Note and the other Investment Documents shall be made by the Purchaser, and the Company may continue to deal solely and directly with respect to its Participation without deduction the Purchaser in connection with the interests so assigned to the Assignee. If the Purchaser assigns to any Assignee more than a fifty percent (50.0%) interest in and to the aggregate principal amount of the Note then outstanding, any decisions that the Purchaser is entitled to make under this Agreement, the Note and the other Investment Documents shall be 108 (a) by the Holders of a majority of the aggregate principal amount of the Note outstanding at the time such decision is or withholding of any United States federal income taxes and is to be made, or (y) an exemption from United States backup withholding tax, (iib) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior notice thereof is given to the date on which Company by the first interest payment is due to Holders of a majority of the Participantaggregate principal amount of the Note outstanding at the time, such Lender will receive and provide to decisions shall be made in the Agentmanner directed by such Holders. Notwithstanding the foregoing, and upon such assignment by the Agent will provide to the Servicer and Indenture TrusteePurchaser, the forms described in following provisions shall not be assignable by the Purchaser to any assignee, except to an Affiliate or limited or general partner of the Purchaser: Section 2.08(d9.3(c) as though the Participant were a LenderSection 9.3(s) (with regard to delivery of certain documents), Section 9.7 (iii) such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) only with respect to such Participant as though it were a Lender. notification of any default under all leases of Real Property), Section 9.11 (gCommunication with Accountants), Section 9.14(e) (Preparation of Environmental Reports) and Section 9.18 (only with respect to providing copies of Company SEC Documents). Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share obligations of the Loan is maintainedPurchaser to indemnify any Company Party pursuant to Section 8 shall be delegable by the Purchaser, provided that such Lender but the Purchaser shall have prior to such change in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e)remain liable thereunder.

Successors and Assigns; Assignments. (a) Any corporation or association into which the Collateral Administrator may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger, conversion or consolidation to which the Collateral Administrator shall be a party, or any corporation or association to which all or substantially all of the corporate trust business of the Collateral Administrator may be sold or otherwise transferred, shall be the successor Collateral Administrator hereunder without any further act. This Agreement shall be binding upon, and inure to the benefit of, the Lendersand be binding upon, the Trustsuccessors and assigns of each of the Collateral Manager, the Indenture TrusteeBorrower Parties, and the Trust Depositor, the Servicer and their respective successors and permitted assigns (other than Participants); provided that neither the Servicer nor the Trust Depositor Collateral Administrator. No party hereto may assign or delegate any of its rights or obligations hereunder under this Agreement (whether by operation way of law security or otherwise) without the prior written consent of the Lenders other parties hereto, a Majority of the Equity Investors and the Administrative Agent; provided that (a) the Borrower may xxxxx x xxxx on its rights hereunder as provided in the Loan Agreement and the Collateral Administrator and the Collateral Manager hereby acknowledge and consent to the creation of such lien; (b) the Collateral Administrator may delegate to, employ as agent, or otherwise cause any duty or obligation hereunder to be performed by, any Affiliate of the Collateral Administrator or its successors without the prior written consent of the Collateral Manager and the Borrower Parties; provided that, except as otherwise provided herein or in herein, the Pooling AgreementCollateral Administrator shall remain directly liable to the Borrower Parties and to the Collateral Manager for the performance of its duties and the fulfillment of its obligations hereunder; and provided further, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein). (b) Subject to the other provisions of this Agreement, each Lender may at any time sell, assign or otherwise transfer (each, an "Assignment") to any assignee (upon such assignment, a "Lender") all or part of the obligations due to it in respect of its Loan and its rights and obligations under this Agreement; provided that (i) if a partial assignment of the assignor Lender's interest in the Loan, the minimum amount of such assignment of the Loan shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in the form of Exhibit A, pursuant to which such assignee Lender has agreed in writing to assume the rights and obligations of the assignor Lender (to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply with the applicable provisions of Section 2.08(d). (d) Each Lender agrees with Collateral Manager may delegate or assign its duties hereunder upon the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation or Assignment a letter same terms and conditions for delegation and assignment as are set forth in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or by the Participant, in the case of a Participation, with respect to the purchase by such Lender or Participant of a portion of the Pro Rata Share and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date madeLoan Agreement. (e) Each Lender may assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to the assignment. (f) Any Lender may at any time grant to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant"); provided, however, that such Participation shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agent, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the Participant were a Lender, (iii) such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lender. (g) Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share of the Loan is maintained, provided that such Lender shall have prior to such change in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e).

Successors and Assigns; Assignments. (a) This The provisions of this Agreement shall be binding upon, upon and inure to the benefit of, of the Lenders, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer parties hereto and their respective successors and assigns permitted assigns hereby, except that the Borrower may not assign or otherwise transfer (other than Participants); provided that neither the Servicer nor the Trust Depositor may assign including through participation) any of its rights or obligations hereunder (by operation of law or otherwise) without the prior written consent of the Lenders except as otherwise provided herein Lender (and any attempted assignment or in transfer by the Pooling Agreement; Borrower without such consent shall be null and provided further, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made hereinvoid). (b) Subject to the other provisions of this Agreement, each . The Lender may at any time sell, assign or otherwise transfer any or all of its rights or obligations hereunder (eachi) at any time without the consent of the Borrower to any other branch, an "Assignment"agency, department, entity or other instrumentality of the United States federal government; and (ii) to any assignee (upon such assignment, a "Lender") all or part other Person with the prior written consent of the obligations due Borrower, which consent shall not be unreasonably withheld, delayed or conditioned, it being agreed by the Lender that a reasonable basis on which the Borrower may withhold its consent to it such assignment would include the assignee’s refusal to enter into an amendment to this Agreement or other binding written undertaking providing assurances to the Borrower consistent in respect substance with the provisions of its Sections 3.03 (a) through (f) of the OEM Loan Agreement. All assignments permitted hereunder shall be effected pursuant to documentation reasonably satisfactory to the Lender. From and its rights and obligations under this Agreement; provided that (i) if a partial after the date of effectiveness of any assignment of the assignor Lender's interest in the Loan, the minimum amount of such assignment of the Loan shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in the form of Exhibit A, pursuant to which such assignee Lender has agreed in writing to assume the rights and obligations of the assignor Lender hereunder, the assignee thereunder shall be a party hereto and have the rights and obligations of the assigning Lender under this Agreement (to the extent of such Assignment), (iiithe interest so assigned) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply with the applicable provisions of Section 2.08(d). (d) Each Lender agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or by the Participant, in the case of a Participation, with respect to the purchase by such Lender or Participant of a portion of the Pro Rata Share and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date made. (e) Each Lender may assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assignedother Loan Documents, and the Federal Reserve Bank assigning Lender thereunder shall not be liable for, any released from its obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to the assignment. (f) Any Lender may at any time grant to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant"); provided, however, that such Participation shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trusteeextent of the interest so assigned) and, the Servicer and the Trust Depositor prior to the effectiveness extent the entire amount of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would Loans have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participationassigned or transferred, the Lender certifies, represents and warrants that (i) such Participant is entitled shall cease to (x) receive payments with respect be a party hereto but shall continue to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agent, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the Participant were a Lender, (iii) such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lender. (g) Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share of the Loan is maintained, provided that such Lender shall have prior to such change in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions benefits of Section 2.07(c) 9.05. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this Section 2.08(e)9.06 shall be null and void.

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, of and be binding upon the Lenders, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer and their respective successors and permitted registered assigns (other than Participants); provided that neither of each of the Servicer nor the Trust Depositor may assign any of its rights or obligations hereunder (by operation of law or otherwise) parties, including, without limitation and without the prior written consent of the Lenders except as otherwise provided herein or in the Pooling Agreement; and provided furtherneed for an express assignment, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein)subsequent Holders. (b) Subject Each Holder may sell or assign all or any portion of its Notes to any Person, at any time; provided that, notwithstanding anything herein to the other provisions contrary, so long as any Spinco Third Lien Notes are outstanding, any sale or assignment by any Holder of this Agreementall or any portion of its Notes to any Person shall occur concurrently with a sale or assignment to such Person of a ratable portion of such Holder’s Spinco Third Lien Notes. (c) Each Holder may, each Lender may in the ordinary course of its business and in accordance with the Note Documents and Applicable Law, including applicable securities laws, at any time sell, assign sell to one or otherwise transfer more Persons (each, an "Assignment") to any assignee (upon such assignmenta “Participant”), a "Lender") participating interests in all or part a portion of the obligations due to it in respect of its Loan and its rights and obligations under this Agreement. Notwithstanding any such sale by such Holder of participating interests to a Participant, such Holder’s rights and obligations under this Agreement shall remain unchanged, such Holder shall remain solely responsible for the performance thereof, and Parent and the Collateral Agent shall continue to deal solely and directly with such Holder and shall have no obligations to deal with any Participant in connection with such Holder’s rights and obligations under this Agreement or the Notes. Any agreement or instrument pursuant to which a Holder sells such a participation shall provide that such Holder shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that (i) if a partial assignment such agreement or instrument may provide that such Holder will not, without the consent of the assignor Lender's interest in the LoanParticipant, the minimum amount of such assignment agree to any amendment, modification or waiver directly affecting an extension of the Loan scheduled final maturity date of any Note allocated to such participation or a reduction of the Principal Amount of or the rate of interest payable on any Note allocated to such participation. Subject to the further provisions of this subsection 10.2(c), Parent agrees that each Participant shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in entitled to the form benefits of Exhibit A, Section 1.8 to the same extent as if it were a Holder and had acquired its interest by assignment pursuant to which such assignee Lender has agreed in writing Section 10.2. A Participant shall not be entitled to assume receive any greater payment under Section 1.8 than the rights and obligations of the assignor Lender (applicable Holder would have been entitled to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement receive with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant participation sold to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in Participant unless the form sale of Exhibit C, and (vi) if Section 2.08(d) applies the participation to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply Participant is made with the applicable provisions of Section 2.08(d)Parent’s prior written consent. (d) In the event that any Holder sells any participation or assigns or transfers any interest in any Note, each Participant, successor or assign shall agree to (i) make the representations and warranties in Section 1.4 of this Agreement, and (ii) execute and deliver an Assumption Agreement. Each Lender assignee, by its purchase or other acquisition of a Note, hereby agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or be bound by the Participant, in the case of a Participation, with respect to the purchase by such Lender or Participant of a portion terms of the Pro Rata Share Collateral Agency Agreement and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date madeIntercreditor Agreement. (e) Each Lender Subject to the terms of that certain Note Purchase Agreement dated as of August 1, 2012, by and among Acquiror, the Noteholder Representative and the holders of Original Notes party thereto and so long as no Event of Default has occurred and is continuing, in no event may a Holder sell any participation or assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and transfer any interest thereon) in any Note to a business competitor of Parent or any Federal Reserve Bank as collateral to secure any obligation Guarantor without the prior written consent of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to the assignmentParent. (f) Any Lender may at Parent and each of the Guarantors shall assist any time grant to Holder in connection with any person a transfer, whether by sale or otherwise, assignment or participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights permitted under this Agreement (each as reasonably required to enable the assigning or selling Holder to effect any such Persontransfer, a "Participant"); providedassignment or participation, howeverincluding the execution and delivery of any and all agreements, that such Participation notes and other documents and instruments as shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer requested and the Trust Depositor prior to the effectiveness preparation of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agentinformational materials for, and the Agent will provide to participation of management in meetings with, potential assignees or participants. Parent and each Guarantor shall certify the Servicer correctness, completeness and Indenture Trustee, the forms described accuracy of all descriptions of each of them and their respective affairs contained in Section 2.08(d) as though the Participant were a Lender, (iii) any selling materials provided by it and all other information provided by it and included in such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lendermaterials. (g) Any Lender shall have Holder may furnish any information concerning Parent and the option to change Guarantors in the office possession of such Lender at which its Commitment or Pro Rata Share of the Loan is maintainedHolder from time to time to transferees, assignees and participants (including prospective transferees, assignees and participants); provided that such Lender Holder shall have prior obtain from actual or potential transferees, assignees or participants confidentiality covenants substantially equivalent to such change those contained in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e)10.20.

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, the Lendersand be binding upon, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer parties and their respective successors and permitted assigns (other than Participants); provided that neither the Servicer nor the Trust Depositor may assign any of its rights or obligations hereunder (by operation of law or otherwise) assigns. The Purchaser may, without the prior written consent of any member of the Lenders except as otherwise provided herein or in the Pooling Agreement; and provided furtherGFN Group, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein). (b) Subject to the other provisions of this Agreement, each Lender may at any time sell, assign or otherwise transfer delegate to one or more Persons other than a Person engaged, directly or indirectly, in a business that is competitive with the business of the GFN Group as of the time at any time (each, each an "Assignment") to any assignee (upon such assignment, a "Lender"“Assignee”) all or any part of its right, title and interest in and to this Agreement, the Securities or any other Related Agreement, including, without limitation, all or any part of the obligations due to it in respect of its Loan and its rights and obligations under this Agreement; provided that (i) if a partial assignment of the assignor Lender's interest in the Loan, the minimum amount of such assignment of the Loan shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in the form of Exhibit A, pursuant to which such assignee Lender has agreed in writing to assume the rights and obligations of the assignor Lender (Obligations to the extent of such Assignment)Purchaser, (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer subject to compliance with applicable federal and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply with the applicable provisions of Section 2.08(d). (d) Each Lender agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or by the Participant, in the case of a Participation, with respect to the purchase by such Lender or Participant of a portion of the Pro Rata Share and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date made. (e) Each Lender may assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to the assignment. (f) Any Lender may at any time grant to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant")state securities laws; provided, however, that, in any privately negotiated transaction involving a sale or assignment by the Purchaser of any such right, title or interest, the Purchaser shall obtain from the Assignee in writing investment intent representations which would be customarily obtained in transactions of such nature; and, provided further, however, that such Participation shall be void, unless such Participant shall comply the applicable member of the GFN Group may continue to deal solely and directly with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender Purchaser in connection with this Agreement; providedany right, howevertitle or interest so assigned until written notice of such assignment, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07together with payment instructions, 2.08 addresses and 2.10 as if such Participant were a Lender hereunder, but related information with respect to Participations made by Lenders other than the initial LenderAssignee, only shall have been given to such member. If the Purchaser assigns to any Assignee or Assignees a fifty percent (50.0%) or lesser interest in an and to the aggregate principal amount not in excess of the amounts Note then outstanding, any consents, approvals, waivers, demands and other decisions that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant Purchaser is entitled to (x) receive payments make under this Agreement, the Note and the other Related Agreements shall be made by the Purchaser, and the Company may continue to deal solely and directly with respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior the Purchaser in connection with the interests so assigned to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the AgentAssignee(s), and the Agent will provide to Purchaser shall indemnify, defend and hold harmless the Servicer and Indenture Trustee, Company from any Losses suffered or sustained by the forms described Company in Section 2.08(d) as though reliance upon direction from the Participant were a Lender, (iii) such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) Purchaser with respect to such Participant as though it were the interests so assigned. At any time that the original Note issued on the Closing Date is divided into two or more smaller Notes, all consents, approvals, waivers, demands and decisions that the Purchaser is entitled to make under this Agreement, the Note and the other Related Agreements shall be made only by the holders of a Lender. (g) Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share majority of the Loan is maintained, provided that such Lender shall have prior to such change in office complied with principal amount of the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e)Notes then outstanding.

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, upon and shall inure to the benefit ofof the Banks, the LendersAgent, the TrustBorrower, the Indenture Trustee, the Trust Depositor, the Servicer General Partner and their respective successors and permitted assigns (other than Participants)assigns; provided provided, however, that neither the Servicer Borrower nor the Trust Depositor General Partner may assign or transfer any of its rights or and obligations hereunder (by operation of law or otherwise) without any interest herein. Subject to the prior written consent of the Lenders except as otherwise provided herein or exceptions thereon set forth in the Pooling Agreement; and provided furtherimmediately succeeding clause (b), that no assignment (i) the Banks shall only be permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of to only assign their respective obligations arising rights and benefits hereunder prior to a Permitted Assignee and (ii) ING shall not be permitted to make any such assignment hereunder if, after giving effect thereto, the ratio of (including obligations with respect x) its used and unused Commitments at such time to breaches of representations and warranties made herein)(y) the Maximum Facility Amount at such time would be less than 51%. (b) Subject to Notwithstanding anything contained in the immediately preceding clause (a) or any other provisions provision hereof or of this Agreementany other Loan Document, upon the occurrence and during the continuance of any Event of Default under Section 9.1(a) or Section 9.1(b)(i), each Lender may at of the Banks shall be permitted to assign any time sell, assign or otherwise transfer all of its rights and remedies hereunder (each, an "Assignment"including its Loans and Commitments) to any assignee (upon such assignment, a "Lender") all other financial institution without the consent or part approval of the obligations due Borrower and, in the case of ING, without regard as to it whether such assignment would result in respect of its Loan and its rights and obligations under this Agreement; provided that (i) if a partial assignment violation of the assignor Lender's restriction regarding its maintenance of a 51% interest in the Loanaggregate used and unused Commitments hereunder as set forth in the immediately preceding clause (a), the minimum amount of such assignment of the Loan which restriction shall be $1,000,000, (ii) deemed to be inapplicable at any such assignee Lender shall have entered into an Assignment Agreement in the form of Exhibit A, pursuant to which such assignee Lender has agreed in writing to assume the rights time and obligations of the assignor Lender (at all times thereafter to the extent such an assignment is made which so reduces the amount of ING's used and unused Commitments to a level below such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received noticepercentage. (c) Each assignee Lender shall comply with the applicable provisions of Section 2.08(d). (d) Each Lender agrees with the Trust Depositor that: (a) such Lender will deliver Bank may upon at least 10 days notice to the Trust Depositor on Agent, assign to one or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or by the Participant, in the case of a Participation, with respect to the purchase by such Lender or Participant of a portion of the Pro Rata Share and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date made. (e) Each Lender may assign and pledge more Permitted Assignees all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time Agreement (including, without notice or other obligation with respect to the assignment. (f) Any Lender may at any time grant to any person a participation (eachlimitation, a "Participation") in all or part (but not less than $1,000,000) a portion of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant"the Loans owing to it); provided, however, that such Participation shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) each such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding assignment shall be of any United States federal income taxes a constant, and (y) an exemption from United States backup withholding taxnot a varying, percentage of all of the assigning Bank's rights and obligations under this Agreement, (ii) if Section 2.08(d) applies the amount of the Commitment of the assigning Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption Agreement with respect to such Participant, as if it were a Lender, prior to assignment) shall in no event be less than the date on which lesser of (A) $5,000,000 and (B) the first interest payment is due to full amount of the Participant, such Lender will receive and provide to the Agent, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the Participant were a Lenderassigning Bank's Commitment, (iii) each such Participant assignment shall have entered into be to a Confidentiality Agreement substantially bank or other financial institution which is not currently engaged in any lending or financing arrangement with a Competitor and is otherwise acceptable to the form of Exhibit CAgent in its sole discretion, and (iv) the parties to each such Lender assignment shall execute and Agent similarly will provide subsequent forms deliver to the Agent, for its acceptance and recording in the Register, a fully-executed Assignment and Assumption Agreement, together with a processing and recordation fee of $2500. Upon such execution, delivery, acceptance and recording by the Agent, from and after the effective date specified in each Assignment and Assumption Agreement, which effective date shall be at least five Business Days after the execution thereof, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, have the rights and obligations of a Bank hereunder and (y) the Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all or the remaining portion of an assigning Bank's rights and obligations under this Agreement, such Bank shall cease to be a party hereto). Concurrently with its acceptance of any such Assignment and (a) to this Agreement showing the current Commitments of each of the Banks after giving effect to such assignment contemplated thereby. (d) By executing and delivering an Assignment and Assumption Agreement, the assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as described follows: (i) other than as provided in Section 2.08(d) such Assignment and Assumption Agreement, such assigning Bank makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such Participant assigning Bank makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, the General Partner or any Guarantor or the performance or observance by the Borrower, the General Partner or any Guarantor of any of its respective obligations under this Agreement or any of the other Loan Documents; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of such financial statements and other documents and information as though it were has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption Agreement; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a LenderBank. (e) The Agent shall maintain at its address referred to in Section 11.6 a copy of each Assignment and Assumption Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Commitment of, and principal amount of the Loans owing to, each Bank from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Banks may treat each Person whose name is recorded in the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Bank at any reasonable time and from time to time upon reasonable prior notice. (f) Subject to the provisions of Section 11.11(b), upon its receipt of an Assignment and Assumption Agreement executed by an assigning Bank and an assignee, the Agent shall, if such Assignment and Assumption Agreement has been completed and is in substantially the form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. (g) Any Lender shall have Notwithstanding anything contained herein to the option contrary, except as contemplated pursuant to change the office Section 10.14, no Bank may sell participations in or to any of such Lender at which its rights and obligations under this Agreement (including, without limitation, any portion of its Commitment or Pro Rata Share the Loans owing to it) to any Person. (h) Each Bank may, in connection with any assignment or potential assignment pursuant to this Section 11.11, disclose to the assignee or potential assignee any information relating to the Borrower, the General Partner, the Guarantors or any Affiliates of any of the Loan is maintained, provided that such Lender shall have prior foregoing which has been furnished to such change in office complied with Bank by or on behalf of the Borrower, the General Partner, the Guarantors or any such Affiliate; provided, such assignee or potential assignee agrees to be bound by the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e).11.12

Successors and Assigns; Assignments. (a) This Agreement may not be assigned by any Note Party without the consent of all Holders, the Purchasers (prior to the Closing), the Noteholder Agent and each Collateral Agent, and any such assignment in violation of this Section 13.2 shall be binding upon, null and inure to the benefit of, the Lenders, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer and their respective successors and permitted assigns (other than Participants); provided that neither the Servicer nor the Trust Depositor may assign any of its rights or obligations hereunder (by operation of law or otherwise) without the prior written consent of the Lenders except as otherwise provided herein or in the Pooling Agreement; and provided further, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein)void. (b) Subject This Agreement shall inure to the other provisions benefit of this Agreementand be binding upon the successors and registered assigns of each of the parties, each Lender including, without limitation and without the need for an express assignment, subsequent Holders of Notes. (c) Each Holder may sell, transfer or assign all or any portion of its Note to any Person, at any time sellin accordance with Section 10.3(b) and such person shall become a party to this Agreement pursuant to a Holder Joinder in accordance with Section 10.3(b). Upon such Transfer the previous Holder, assign to the extent it holds no Notes, shall cease to be a Holder hereunder except as provided for purposes of Section 10.2. (d) Each Holder may, in the ordinary course of its business and in accordance with the Note Documents and Applicable Law, including applicable securities laws, at any time sell to one or otherwise transfer more Persons (each, an "Assignment"a “Participant”) to any assignee (upon such assignment, a "Lender") participating interests in all or part a portion of the obligations due to it in respect of its Loan and its rights and obligations under this Agreement. Notwithstanding any such sale by such Holder of participating interests to a Participant, such Holder’s rights and obligations under this Agreement shall remain unchanged, such Holder shall remain solely responsible for the performance of its obligations thereunder, and the Company, the Noteholder Agent and each Collateral Agent shall continue to deal solely and directly with such Holder and shall have no obligations to deal with any Participant in connection with such Holder’s rights and obligations under this Agreement or the Notes. Any agreement or instrument pursuant to which a Holder sells such a participation shall provide that such Holder shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Holder will not, without the consent of the Participant, agree to any amendment, modification or waiver directly affecting (i) if a partial assignment an extension of the assignor Lender's interest in the Loanscheduled final maturity date of any Note allocated to such participation, the minimum amount of such assignment of the Loan shall be $1,000,000, or (ii) a reduction of the principal amount of or the rate of interest payable on any Note allocated to such assignee Lender participation. Subject to the further provisions of this Section 13.2(d), the Company agrees that each Participant shall have entered into an Assignment Agreement in be entitled to the form benefits of Exhibit A, Section 10.5 to the same extent as if it were a Holder and had acquired its interest by assignment pursuant to which such assignee Lender has agreed in writing this Section 13.2. A Participant shall not be entitled to assume the rights and obligations of the assignor Lender (to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement with respect to such assignee Lender, (iv) such assignee Lender shall comply with receive any greater payment under Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply with 10.5 than the applicable provisions of Section 2.08(d). (d) Each Lender agrees with the Trust Depositor that: (a) such Lender will deliver Holder would have been entitled to the Trust Depositor on or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or by the Participant, in the case of a Participation, receive with respect to the purchase by participation sold to such Lender or Participant of a portion unless the sale of the Pro Rata Share and (b) all of participation to such Participant is made with the statements made by such Lender in such letter shall be true and correct as of the date madeCompany’s prior written consent. (e) Each Lender may assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event that any Holder sells any participation or assigns or transfers any interest in any Note, each Participant, successor or assign shall agree to (i) make the representations and warranties in Article V of an assignment or pledge in accordance with the foregoing, such Lender shall not have assignedthis Agreement, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to the assignment(ii) execute and deliver a Holder Xxxxxxx. (f) Any Lender may at The Note Parties shall assist any time grant to Holder in connection with any person a transfer, whether by sale or otherwise, assignment or participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights permitted under this Agreement (each as reasonably required to enable the assigning or selling Holder to effect any such Persontransfer, a "Participant"); providedassignment or participation, howeverincluding the execution and delivery of any and all agreements, that such Participation notes and other documents and instruments as shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer requested and the Trust Depositor prior to the effectiveness preparation of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agentinformational materials for, and the Agent will provide to participation of management in meetings with, potential assignees or participants. Each Note Party shall certify the Servicer correctness, completeness and Indenture Trustee, the forms described accuracy of all descriptions of each of them and their respective affairs contained in Section 2.08(d) as though the Participant were a Lender, (iii) any selling materials provided by it and all other information provided by it and included in such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lendermaterials. (g) Any Lender shall have Holder may furnish any information concerning the option to change Note Parties in the office possession of such Lender at which its Commitment or Pro Rata Share of the Loan is maintainedHolder from time to time to transferees, assignees and participants (including prospective transferees, assignees and participants); provided that such Lender Holder shall have prior obtain from actual or potential transferees, assignees or participants confidentiality covenants substantially equivalent to those contained in Section 13.20. (h) Notwithstanding anything herein to the contrary, any entity into which the Agents may be merged or converted or with which it may be consolidated or any entity resulting from any merger, conversion or consolidation to which the Agents shall be a party, or any corporation succeeding to the corporate trust business of the Agents, shall be the successor of the Agents, respectively, hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such change succession; provided that the Agents shall forthwith notify the parties hereto in office complied with the provisions writing of Section 2.08(d) as any such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e)event.

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, of and be binding upon the Lenders, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer and their respective successors and permitted registered assigns (other than Participants); provided that neither of each of the Servicer nor the Trust Depositor may assign any of its rights or obligations hereunder (by operation of law or otherwise) parties, including, without limitation and without the prior written consent of the Lenders except as otherwise provided herein or in the Pooling Agreement; and provided furtherneed for an express assignment, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein)subsequent Holders. (b) Subject Each Holder may sell or assign all or any portion of its Notes to any Person, at any time, subject to clause (e) below. (c) Each Holder may, in the other provisions ordinary course of this Agreementits business and in accordance with the Note Documents and Applicable Law, each Lender may including applicable securities laws, at any time sell, assign sell to one or otherwise transfer more Persons (each, an "Assignment") to any assignee (upon such assignmenta Participant), a "Lender") participating interests in all or part a portion of the obligations due to it in respect of its Loan and its rights and obligations under this Agreement. Notwithstanding any such sale by such Holder of participating interests to a Participant, such Holders rights and obligations under this Agreement shall remain unchanged, such Holder shall remain solely responsible for the performance thereof, and Parent Issuer shall continue to deal solely and directly with such Holder and shall have no obligations to deal with any Participant in connection with such Holders rights and obligations under this Agreement or the Notes. Any agreement or instrument pursuant to which a Holder sells such a participation shall provide that such Holder shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that (i) if a partial assignment such agreement or instrument may provide that such Holder will not, without the consent of the assignor Lender's interest in the LoanParticipant, the minimum amount of such assignment agree to any amendment, modification or waiver directly affecting an extension of the Loan scheduled final maturity date of any Note allocated to such participation or a reduction of the Principal Amount of or the rate of interest payable on any Note allocated to such participation. Subject to the further provisions of this subsection 10.2(c), Parent Issuer agrees that each Participant shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in entitled to the form benefits of Exhibit A, Section 1.8 to the same extent as if it were a Holder and had acquired its interest by assignment pursuant to which such assignee Lender has agreed in writing Section 10.2. A Participant shall not be entitled to assume receive any greater payment under Section 1.8 than the rights and obligations of the assignor Lender (applicable Holder would have been entitled to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement receive with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant participation sold to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in Participant unless the form sale of Exhibit C, and (vi) if Section 2.08(d) applies the participation to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply Participant is made with the applicable provisions of Section 2.08(d)Parent Issuers prior written consent. (d) In the event that any Holder sells any participation or assigns or transfers any interest in any Note, each Participant, successor or assign shall agree to (i) make the representations and warranties in Section 1.4 of this Agreement, and (ii) execute and deliver an Assumption Agreement. Each Lender assignee, by its purchase or other acquisition of a Note, hereby agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or be bound by the Participant, in the case of a Participation, with respect to the purchase by such Lender or Participant of a portion terms of the Pro Rata Share Collateral Agency Agreement and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date madeIntercreditor Agreement. (e) Each Lender In no event may a Holder sell any participation or assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and transfer any interest thereon) in any Note to a business competitor of Parent Issuer or any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to the assignmentGuarantor. (f) Any Lender may at Parent Issuer and each of the Guarantors shall assist any time grant to Holder in connection with any person a transfer, whether by sale or otherwise, assignment or participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights permitted under this Agreement (each as reasonably required to enable the assigning or selling Holder to effect any such Persontransfer, a "Participant"); providedassignment or participation, howeverincluding the execution and delivery of any and all agreements, that such Participation notes and other documents and instruments as shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer requested and the Trust Depositor prior to the effectiveness preparation of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agentinformational materials for, and the Agent will provide to participation of management in meetings with, potential assignees or participants. Parent Issuer and each Guarantor shall certify the Servicer correctness, completeness and Indenture Trustee, the forms described accuracy of all descriptions of each of them and their respective affairs contained in Section 2.08(d) as though the Participant were a Lender, (iii) any selling materials provided by it and all other information provided by it and included in such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lendermaterials. (g) Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share of the Loan is maintained, provided that such Lender shall have prior to such change in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e).

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, the Lendersand be binding upon, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer parties and their respective successors and permitted assigns (other than Participants); provided that neither assigns. None of the Servicer nor the Trust Depositor may Company Parties shall assign or delegate any of its their rights or and obligations hereunder (by operation of law or otherwise) any interest herein or therein without the prior written consent of the Lenders except as otherwise provided herein or in Purchaser. The Purchaser may, without the Pooling Agreement; and provided furtherconsent of any Company Party, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein). (b) Subject to the other provisions of this Agreement, each Lender may at any time sell, assign or otherwise transfer delegate to one or more Persons (each, each 103 an "Assignment") to any assignee (upon such assignment, a "LenderASSIGNEE") all or any part of the obligations due to it in respect of its Loan right, title and its rights and obligations under this Agreement; provided that (i) if a partial assignment of the assignor Lender's interest in the Loan, the minimum amount of such assignment of the Loan shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in the form of Exhibit A, pursuant and to which such assignee Lender has agreed in writing to assume the rights and obligations of the assignor Lender (to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement other Investment Documents, including, without limitation, all or any part of the Obligations, subject to compliance with respect applicable federal and state securities laws; PROVIDED, HOWEVER, that the Company Parties may continue to such assignee Lenderdeal solely and directly with the Purchaser in connection with any right, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness title or interest so assigned until written notice of such Assignmentassignment, an executed copy of an agreement under which such assignee Lender has made the representationstogether with payment instructions, warranties addresses and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply with the applicable provisions of Section 2.08(d). (d) Each Lender agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or by the Participant, in the case of a Participation, related information with respect to the purchase by such Lender Assignee, shall have been given to the Company. If the Purchaser assigns to any Assignee a fifty percent (50.0%) or Participant of a portion lesser interest in and to the aggregate principal amount of the Pro Rata Share Note then outstanding, any decisions that the Purchaser is entitled to make under this Agreement, the Note and (b) all of the statements other Investment Documents shall be made by such Lender in such letter shall be true and correct as of the date made. (e) Each Lender may assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assignedPurchaser, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment Company may be made at any time without notice or other obligation continue to deal solely and directly with respect to the assignment. (f) Any Lender may at any time grant to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant"); provided, however, that such Participation shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender Purchaser in connection with the interests so assigned to the Assignee. If the Purchaser assigns to any Assignee more than a fifty percent (50.0%) interest in and to the aggregate principal amount of the Note then outstanding, any decisions that the Purchaser is entitled to make under this Agreement; provided, however, the Trust Note and the other Investment Documents shall be obligated made (a) by the Holders of a majority of the aggregate principal amount of the Note outstanding at the time such decision is or is to reimburse be made, or (b) if notice thereof is given to the Company by the Holders of a majority of the aggregate principal amount of the Note outstanding at the time, such Participant for all amounts under Sections 2.07decisions shall be made in the manner directed by such Holders. Notwithstanding the foregoing, 2.08 and 2.10 as if upon such Participant were a Lender hereunderassignment by the Purchaser, but the following provisions shall not be assignable by the Purchaser to any assignee, except to an Affiliate or limited or general partner of the Purchaser: SECTION 9.3(c) though SECTION 9.3(s) (with regard to delivery of certain documents), SECTION 9.7 (only with respect to Participations made by Lenders other than the initial Lendernotification of any default under all leases of Real Property), SECTION 9.11 (Communication with Accountants), SECTION 9.14(e) (Preparation of Environmental Reports) and SECTION 9.18 (only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding providing copies of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agent, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the Participant were a Lender, (iii) such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lender. (g) Company SEC Documents). Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share obligations of the Loan is maintainedPurchaser to indemnify any Company Party pursuant to SECTION 8 shall be delegable by the Purchaser, provided that such Lender but the Purchaser shall have prior to such change in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e)remain liable thereunder.

Successors and Assigns; Assignments. (a) This Agreement shall be binding upon, and inure to the benefit of, the Lenders, the Trust, the Indenture Trustee, the Trust Depositor, the Servicer and their respective successors and permitted assigns (other than Participants); provided that neither the Servicer nor the Trust Depositor may assign any of its rights or obligations hereunder (by operation of law or otherwise) without the prior written consent of the Lenders except as otherwise provided herein or in the Pooling AgreementAgreement and upon confirmation by S&P that such assignment will not result in a withdrawal or reduction of the rating of the Loan; and provided further, that no assignment permitted hereunder shall relieve the Trust Depositor or the Servicer, as applicable, from any of their respective obligations arising hereunder prior to such assignment (including obligations with respect to breaches of representations and warranties made herein). (b) Subject to the other provisions of this Agreement, each Lender may at any time sell, assign or otherwise transfer (each, an "Assignment") to any assignee (upon such assignment, a "Lender") all or part of the obligations due to it in respect of its Loan and its rights and obligations under this Agreement; provided that (i) if a partial assignment of the assignor Lender's interest in the Loan, the minimum amount of such assignment of the Loan shall be $1,000,000, (ii) such assignee Lender shall have entered into an Assignment Agreement in the form of Exhibit A, pursuant to which such assignee Lender has agreed in writing to assume the rights and obligations of the assignor Lender (to the extent of such Assignment), (iii) such assignee Lender shall, upon the request of the Trust Depositor, provide the Indenture Trustee, the Servicer and the Trust Depositor (prior to the effective date of its Assignment Agreement) with an opinion of counsel reasonably satisfactory to the Indenture Trustee and the Trust Depositor, as to the enforceability of this Agreement and the Assignment Agreement with respect to such assignee Lender, (iv) such assignee Lender shall comply with Section 8.08(d) and shall have delivered to the Indenture Trustee, prior to the effectiveness of such Assignment, an executed copy of an agreement under which such assignee Lender has made the representations, warranties and covenants required to be made pursuant to such Section and Section 2.08(d), (v) such assignee Lender shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (vi) if Section 2.08(d) applies to such assignee Lender, such assignee Lender and the Agent shall provide the forms described in Section 2.08(d) in the manner described therein. The Servicer shall notify each Rating Agency of each Assignment of which it has received notice. (c) Each assignee Lender shall comply with the applicable provisions of Section 2.08(d). (d) Each Lender agrees with the Trust Depositor that: (a) such Lender will deliver to the Trust Depositor on or before the effective date of any Participation participation or Assignment a letter in the form attached hereto as Exhibit A, executed by such Lender, in the case of an Assignment, or by the Participant, in the case of a Participationparticipation, with respect to the purchase by such Lender or Participant of a portion of the Pro Rata Share and (b) all of the statements made by such Lender in such letter shall be true and correct as of the date made. (e) Each Lender may assign and pledge all or a portion of its rights hereunder (including any rights to repayment of its Pro Rata Share of the Loans and any interest thereon) to any Federal Reserve Bank as collateral to secure any obligation of such Lender to such Federal Reserve Bank. In the event of an assignment or pledge in accordance with the foregoing, such Lender shall not have assigned, and the Federal Reserve Bank shall not be liable for, any obligations of such Lender under this Agreement. Such assignment may be made at any time without notice or other obligation with respect to the assignment. (f) Any Lender may at any time grant to any person a participation (each, a "Participation") in all or part (but not less than $1,000,000) of its Commitment and its Pro Rata Share, and its rights under this Agreement (each such Person, a "Participant"); provided, however, that such Participation participation shall be void, unless such Participant shall comply with the applicable provisions of Section 8.08(d8.09(d) and such Lender shall have delivered to the Indenture Trustee, the Servicer and the Trust Depositor prior to the effectiveness of its Participationparticipation, a copy of an agreement under which such Participant has made the representations, warranties and covenants required to be made pursuant to such Section substantially in the form attached hereto as Exhibit A. Each Lender hereby acknowledges and agrees that any such disposition will not alter or affect in any way whatsoever such Lender's direct obligations hereunder and that neither the Indenture Trustee, the Delaware Trustee, the Owner Trustee, the Trust Depositor, the Servicer nor the Agent shall have any obligation to, have any communication or relationship whatsoever with, or liability whatsoever to, any Participant of such Lender in connection with this Agreement; provided, however, the Trust shall be obligated to reimburse such Participant for all amounts under Sections Section 2.07, 2.08 and 2.10 as if such Participant were a Lender hereunder, but with respect to Participations made by Lenders other than the initial Lender, only in an amount not in excess of the amounts that would have been owing thereunder to each such other Lender that shall have granted such Participation participation had such Participation not been granted. Each Lender shall promptly notify the Agent (which shall promptly notify the Trust Depositor) in writing of the identity and interest of each Participant upon any such disposition. In granting any Participation, the Lender certifies, represents and warrants that (i) such Participant is entitled to (x) receive payments with respect to its Participation without deduction or withholding of any United States federal income taxes and (y) an exemption from United States backup withholding tax, (ii) if Section 2.08(d) applies to such Participant, as if it were a Lender, prior to the date on which the first interest payment is due to the Participant, such Lender will receive and provide to the Agent, and the Agent will provide to the Servicer and Indenture Trustee, the forms described in Section 2.08(d) as though the Participant were a Lender, (iii) such Participant shall have entered into a Confidentiality Agreement substantially in the form of Exhibit C, and (iv) such Lender and Agent similarly will provide subsequent forms as described in Section 2.08(d) with respect to such Participant as though it were a Lender. (g) Any Lender shall have the option to change the office of such Lender at which its Commitment or Pro Rata Share of the Loan is maintained, provided that such Lender shall have prior to such change in office complied with the provisions of Section 2.08(d) as such provisions relate to withholding taxes and provided further, that such Lender shall not be entitled to any amounts otherwise payable under Section 2.07 or Section 2.08 resulting solely from such change in office unless such change in office was mandated by applicable law or by such Lender's compliance with the provisions of Section 2.07(c) or Section 2.08(e).such