Common use of Waivers and Amendments; Successors and Assigns; Governing Law Clause in Contracts

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Owner Participant, the Owner Trustee and the Security Agent, provided, that any provision of this Pledge Agreement may be waived by the Security Agent in a written letter or agreement executed by the Security Agent or by facsimile transmission from the Security Agent, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. This Pledge Agreement shall be binding upon the successors and assigns of the Owner Participant and the Owner Trustee and shall inure to the benefit of the Security Agent and its successors and assigns, provided that neither Owner Participant nor Owner Trustee shall assign its rights or obligations hereunder without the prior written consent of the Security Agent. THIS PLEDGE AGREEMENT IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS PLEDGE AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Agreement Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Owner ParticipantGuarantor and Buyer, the Owner Trustee and the Security Agent, provided, except that any provision of this Pledge Agreement Guarantee may be waived by the Security Agent Buyer in a written letter or agreement specifically waiving such terms and executed solely by the Security Agent or by facsimile transmission from the Security Agent, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenBuyer. This Pledge Agreement Guarantee shall be binding upon the Guarantor’s successors and assigns of the Owner Participant and the Owner Trustee and shall inure to the benefit of the Security Agent Buyer, and its Buyer’s respective successors and assigns, provided that neither Owner Participant nor Owner Trustee shall assign its rights or obligations hereunder without the prior written consent of the Security Agent. THIS PLEDGE AGREEMENT IN ALL RESPECTS, INCLUDING ALL MATTERS THE RIGHTS AND OBLIGATIONS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS PLEDGE AGREEMENT THE PARTIES HEREUNDER AND THE OBLIGATIONS ARISING HEREUNDER INTERPRETATION OF THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW) APPLICABLE TO CONTRACTS MADE EXECUTED AND TO BE PERFORMED IN SUCH STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 . THIS CHOICE OF THE LAW IS MADE PURSUANT TO NEW YORK GENERAL OBLIGATIONS OBLIGATION LAW BUT OTHERWISE WITHOUT REGARD SECTION 5-1401. THE PARTIES CONSENT TO CONFLICT OF LAW PRINCIPLES, AND ANY APPLICABLE LAWS THE PERSONAL JURISDICTION OF THE UNITED STATES COURTS OF AMERICATHE STATE OF NEW YORK IN CONNECTION WITH ANY CLAIM OR DISPUTE ARISING IN CONNECTION WITH THIS GUARANTEE AND WAIVE ANY OBJECTION AS TO VENUE IN THE BOROUGH OF MANHATTAN, STATE OF NEW YORK. THIS CHOICE OF VENUE IS MADE PURSUANT TO NEW YORK GENERAL OBLIGATION LAW SECTION 5-1402.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Agreement Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Owner ParticipantGuarantor and Buyer, the Owner Trustee and the Security Agent, provided, except that any provision of this Pledge Agreement Guarantee may be waived by the Security Agent Buyer in a written letter or agreement specifically waiving such terms and executed solely by the Security Agent or by facsimile transmission from the Security Agent, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenBuyer. This Pledge Agreement Guarantee shall be binding upon the heirs, personal representatives, successors and assigns of the Owner Participant and the Owner Trustee Guarantor and shall inure to the benefit of the Security Agent Buyer, and its their respective successors and assigns, provided that neither Owner Participant nor Owner Trustee shall assign its rights or obligations hereunder without the prior written consent of the Security Agent. THIS PLEDGE AGREEMENT IN ALL RESPECTS, INCLUDING ALL MATTERS THE RIGHTS AND OBLIGATIONS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS PLEDGE AGREEMENT THE PARTIES HEREUNDER AND THE OBLIGATIONS ARISING HEREUNDER INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW) APPLICABLE TO CONTRACTS MADE EXECUTED AND TO BE PERFORMED IN SUCH STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 . THIS CHOICE OF THE LAW IS MADE PURSUANT TO NEW YORK GENERAL OBLIGATIONS OBLIGATION LAW BUT OTHERWISE WITHOUT REGARD SECTION 5-1401. THE PARTIES CONSENT TO CONFLICT OF LAW PRINCIPLES, AND ANY APPLICABLE LAWS THE PERSONAL JURISDICTION OF THE UNITED STATES COURTS OF AMERICATHE STATE OF NEW YORK IN CONNECTION WITH ANY CLAIM OR DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT AND WAIVE ANY OBJECTION AS TO VENUE IN THE BOROUGH OF MANHATTAN, STATE OF NEW YORK. THIS CHOICE OF VENUE IS MADE PURSUANT TO NEW YORK GENERAL OBLIGATION LAW SECTION 5-1402.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Agreement Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Owner ParticipantGuarantor and Buyer, the Owner Trustee and the Security Agent, provided, except that any provision of this Pledge Agreement Guarantee may be waived by the Security Agent Buyer in a written letter or agreement specifically waiving such terms and executed solely by the Security Agent or by facsimile transmission from the Security Agent, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenBuyer. This Pledge Agreement Guarantee shall be binding upon the Guarantor’s successors and assigns of the Owner Participant and the Owner Trustee and shall inure to the benefit of the Security Agent Buyer, and its Buyer’s permitted successors and assigns, provided that neither Owner Participant nor Owner Trustee shall assign its rights or obligations hereunder without the prior written consent of the Security Agent. THIS PLEDGE AGREEMENT IN ALL RESPECTSGUARANTEE AND ANY CLAIM, INCLUDING ALL MATTERS CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS GUARANTEE, THE RELATIONSHIP OF CONSTRUCTIONTHE PARTIES TO THIS GUARANTEE, VALIDITY AND/OR THE INTERPRETATION AND PERFORMANCE, ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS PLEDGE AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER GUARANTEE SHALL BE GOVERNED BY, BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK APPLICABLE YORK, WITHOUT REGARD TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, INCLUDING SECTIONS THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD SHALL APPLY TO CONFLICT OF LAW PRINCIPLES, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICATHIS GUARANTEE.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Agreement Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by Guarantor and Buyer, provided that, subject to any limitations set forth in the Owner ParticipantRepurchase Agreement, the Owner Trustee and the Security Agent, provided, that any provision of this Pledge Agreement Guarantee may be waived by the Security Agent Buyer in a written letter or agreement executed by the Security Agent or by facsimile transmission from the Security Agent, Buyer and any such waiver or consent shall be effective only delivered in the specific instance and for the specific purpose for which givenaccordance with Section 15 hereinbelow. This Pledge Agreement Guarantee shall be binding upon the successors and assigns of the Owner Participant and the Owner Trustee Guarantor and shall inure to the benefit of the Security Agent Buyer, and its respective successors and assigns, provided that neither Owner Participant nor Owner Trustee shall assign its rights or obligations hereunder without the prior written consent of the Security Agent. THIS PLEDGE AGREEMENT IN ALL RESPECTSGUARANTEE AND ANY CLAIM, INCLUDING ALL MATTERS CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS GUARANTEE, THE RELATIONSHIP BETWEEN GUARANTOR AND BUYER, AND/OR THE INTERPRETATION AND ENFORCEMENT OF CONSTRUCTION, VALIDITY THE RIGHTS OF BUYER AND PERFORMANCE, THIS PLEDGE AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER DUTIES OF GUARANTOR SHALL BE GOVERNED BY, BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK APPLICABLE YORK, WITHOUT REGARD TO CONTRACTS MADE THE CHOICE OF LAW RULES THEREOF. GUARANTOR AND PERFORMED IN SUCH STATE, INCLUDING SECTIONS BUYER INTEND THAT THE PROVISIONS OF SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD SHALL APPLY TO CONFLICT OF LAW PRINCIPLES, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICATHIS GUARANTEE.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Agreement Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Owner ParticipantGuarantor and Buyer, the Owner Trustee and the Security Agent, provided, except that any provision of this Pledge Agreement Guarantee may be waived by the Security Agent Buyer in a written letter or agreement specifically waiving such terms and executed solely by the Security Agent or by facsimile transmission from the Security Agent, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenBuyer. This Pledge Agreement Guarantee shall be binding upon the Guarantor’s successors and assigns of the Owner Participant and the Owner Trustee and shall inure to the benefit of the Security Agent Buyer, and its Buyer’s respective successors and assigns, provided that neither Owner Participant nor Owner Trustee shall assign its rights or obligations hereunder without the prior written consent of the Security Agent. THIS PLEDGE AGREEMENT IN ALL RESPECTS, INCLUDING ALL MATTERS THE RIGHTS AND OBLIGATIONS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS PLEDGE AGREEMENT THE PARTIES HEREUNDER AND THE OBLIGATIONS ARISING HEREUNDER INTERPRETATION OF THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW) APPLICABLE TO CONTRACTS MADE EXECUTED AND TO BE PERFORMED IN SUCH STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 . THIS CHOICE OF THE LAW IS MADE PURSUANT TO NEW YORK GENERAL OBLIGATIONS OBLIGATION LAW BUT OTHERWISE WITHOUT REGARD SECTION 5-1401. THE PARTIES CONSENT TO CONFLICT OF LAW PRINCIPLES, AND ANY APPLICABLE LAWS THE PERSONAL JURISDICTION OF THE UNITED STATES COURTS OF AMERICATHE STATE OF NEW YORK IN CONNECTION WITH ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS GUARANTEE AND WAIVE ANY OBJECTION AS TO VENUE IN THE BOROUGH OF MANHATTAN, STATE OF NEW YORK. THIS CHOICE OF VENUE IS MADE PURSUANT TO NEW YORK GENERAL OBLIGATION LAW SECTION 5-1402.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Agreement Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by Guarantor and Buyer, provided that, subject to any limitations set forth in the Owner ParticipantRepurchase Agreement, the Owner Trustee and the Security Agent, provided, that any provision of this Pledge Agreement Guarantee may be waived by the Security Agent Buyer in a written letter or agreement executed by the Security Agent Buyer or by facsimile or e-mail transmission from the Security Agent, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenBuyer. This Pledge Agreement Guarantee shall be binding upon the heirs, personal representatives, successors and assigns of the Owner Participant and the Owner Trustee Guarantor and shall inure to the benefit of the Security Agent Buyer, and its respective successors and assigns, provided that neither Owner Participant nor Owner Trustee shall assign its rights or obligations hereunder without the prior written consent of the Security Agent. THIS PLEDGE AGREEMENT IN ALL RESPECTSGUARANTEE AND ANY CLAIM, INCLUDING ALL MATTERS CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS GUARANTEE, THE RELATIONSHIP BETWEEN GUARANTOR AND BUYER, AND/OR THE INTERPRETATION AND ENFORCEMENT OF CONSTRUCTION, VALIDITY THE RIGHTS OF BUYER AND PERFORMANCE, THIS PLEDGE AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER DUTIES OF GUARANTOR SHALL BE GOVERNED BY, BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK APPLICABLE YORK, WITHOUT REGARD TO CONTRACTS MADE THE CHOICE OF LAW RULES THEREOF. GUARANTOR AND PERFORMED IN SUCH STATE, INCLUDING SECTIONS BUYER INTEND THAT THE PROVISIONS OF SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD SHALL APPLY TO CONFLICT OF LAW PRINCIPLES, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICATHIS GUARANTEE.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Agreement Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Owner ParticipantGuarantor and Buyer, the Owner Trustee and the Security Agent, provided, except that any provision of this Pledge Agreement Guarantee may be waived by the Security Agent Buyer in a written letter or agreement specifically waiving such terms and executed solely by the Security Agent or by facsimile transmission from the Security Agent, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenBuyer. This Pledge Agreement Guarantee shall be binding upon the Guarantor’s successors and assigns of the Owner Participant and the Owner Trustee and shall inure to the benefit of the Security Agent Buyer, and its Buyer’s respective successors and assigns, provided that neither Owner Participant nor Owner Trustee shall assign its rights or obligations hereunder without the prior written consent of the Security Agent. THIS PLEDGE AGREEMENT IN ALL RESPECTS, INCLUDING ALL MATTERS THE RIGHTS AND OBLIGATIONS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS PLEDGE AGREEMENT THE PARTIES HEREUNDER AND THE OBLIGATIONS ARISING HEREUNDER INTERPRETATION OF THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW APPLICABLE TO CONTRACTS MADE EXECUTED AND TO BE PERFORMED IN SUCH STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE STATE EXCEPT WITH RESPECT TO NEW YORK GENERAL OBLIGATIONS OBLIGATION LAW BUT OTHERWISE WITHOUT REGARD SECTION 5-1401). THE PARTIES CONSENT TO CONFLICT OF LAW PRINCIPLES, AND ANY APPLICABLE LAWS THE PERSONAL JURISDICTION OF THE UNITED STATES COURTS OF AMERICA.THE STATE OF NEW YORK IN CONNECTION WITH ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS GUARANTEE AND WAIVE ANY OBJECTION AS TO VENUE IN THE BOROUGH OF MANHATTAN, STATE OF NEW YORK. THIS CHOICE OF VENUE IS MADE PURSUANT TO NEW YORK GENERAL OBLIGATION LAW SECTION 5-1402. -11-

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Agreement Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by Guarantor and Buyer, provided that, subject to any limitations set forth in the Owner ParticipantRepurchase Agreement, the Owner Trustee and the Security Agent, provided, that any provision of this Pledge Agreement Guarantee may be waived by the Security Agent Buyer in a written letter or agreement executed by the Security Agent or by facsimile transmission from the Security Agent, Buyer and any such waiver or consent shall be effective only delivered in the specific instance and for the specific purpose for which givenaccordance with Section 14 hereinbelow. This Pledge Agreement Guarantee shall be binding upon the heirs, personal representatives, successors and assigns of the Owner Participant and the Owner Trustee Guarantor and shall inure to the benefit of the Security Agent Buyer, and its respective successors and assigns, provided that neither Owner Participant nor Owner Trustee shall assign its rights or obligations hereunder without the prior written consent of the Security Agent. THIS PLEDGE AGREEMENT IN ALL RESPECTSGUARANTEE AND ANY CLAIM, INCLUDING ALL MATTERS CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS GUARANTEE, THE RELATIONSHIP BETWEEN GUARANTOR AND BUYER, AND/OR THE INTERPRETATION AND ENFORCEMENT OF CONSTRUCTION, VALIDITY THE RIGHTS OF BUYER AND PERFORMANCE, THIS PLEDGE AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER DUTIES OF GUARANTOR SHALL BE GOVERNED BY, BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK APPLICABLE YORK, WITHOUT REGARD TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, INCLUDING SECTIONS THE CHOICE OF LAW RULES THEREOF OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW. GUARANTOR AND BUYER INTEND THAT THE PROVISIONS OF SECTION 5-1402 1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD SHALL APPLY TO CONFLICT OF LAW PRINCIPLES, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICATHIS GUARANTEE.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Owner Participant, the Owner Trustee and the Security Agent, provided, that any provision of this Pledge Agreement may be waived by the Security Agent in a written letter or agreement executed by the Security Agent or by facsimile transmission from the Security Agent, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. This Pledge Agreement shall be binding upon the successors and assigns of the Owner Participant and the Owner Trustee and shall inure to the benefit of the Security Agent and its successors and assigns, provided that neither Owner Participant nor Owner Trustee shall assign its rights or obligations hereunder without the prior written consent of the Security Agent. THIS PLEDGE AGREEMENT IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS PLEDGE AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Security Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed as provided by the Owner Participant, the Owner Trustee and the Security Agent, provided, that any provision of this Pledge Agreement may be waived by the Security Agent in a written letter or agreement executed by the Security Agent or by facsimile transmission from the Security Agent, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenCredit Agreement. This Pledge Security Agreement shall be binding upon the successors and assigns of the Owner Participant and the Owner Trustee Debtors and shall inure to the benefit of the Security Agent Secured Party and its respective successors and assigns, provided that neither Owner Participant nor Owner Trustee shall assign its . This Security Agreement and the rights or and obligations hereunder without the prior written consent of the Security Agentparties hereunder shall be construed and interpreted in accordance with the laws of the State of Connecticut (the “Governing State”) (excluding the laws applicable to conflicts or choice of law). DEBTORS AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF THIS PLEDGE SECURITY AGREEMENT OR ANY OF THE OTHER DOCUMENTS MAY BE BROUGHT IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS PLEDGE AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS COURTS OF THE STATE OF NEW YORK APPLICABLE CONNECTICUT OR ANY FEDERAL COURT SITTING THEREIN AND CONSENT TO CONTRACTS THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE AND PERFORMED UPON DEBTORS BY MAIL AT THE ADDRESS SET FORTH IN THE SECURITY AGREEMENT. DEBTORS HEREBY WAIVE ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES, AND SUIT OR ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICASUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT FORUM.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Agreement Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by Guarantor and Buyer, provided that, subject to any limitations set forth in the Owner ParticipantRepurchase Agreement, the Owner Trustee and the Security Agent, provided, that any provision of this Pledge Agreement Guarantee may be waived by the Security Agent Buyer in a written letter or agreement executed by the Security Agent or by facsimile transmission from the Security Agent, Buyer and any such waiver or consent shall be effective only delivered in the specific instance and for the specific purpose for which givenaccordance with Section 15 hereinbelow. This Pledge Agreement Guarantee shall be binding upon the successors and assigns of the Owner Participant and the Owner Trustee Guarantor and shall inure to the benefit of the Security Agent Buyer, and its respective successors and permitted assigns, provided that neither Owner Participant nor Owner Trustee shall assign its rights or obligations hereunder without the prior written consent of the Security Agent. THIS PLEDGE AGREEMENT IN ALL RESPECTSGUARANTEE AND ANY CLAIM, INCLUDING ALL MATTERS CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS GUARANTEE, THE RELATIONSHIP BETWEEN GUARANTOR AND BUYER, AND/OR THE INTERPRETATION AND ENFORCEMENT OF CONSTRUCTION, VALIDITY THE RIGHTS OF BUYER AND PERFORMANCE, THIS PLEDGE AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER DUTIES OF GUARANTOR SHALL BE GOVERNED BY, BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK APPLICABLE YORK, WITHOUT REGARD TO CONTRACTS MADE THE CHOICE OF LAW RULES THEREOF. GUARANTOR AND PERFORMED IN SUCH STATE, INCLUDING SECTIONS BUYER INTEND THAT THE PROVISIONS OF SECTION 5-1401 AND OR SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD SHALL APPLY TO CONFLICT OF LAW PRINCIPLES, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICATHIS GUARANTEE.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Security Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed as provided by the Owner Participant, the Owner Trustee and the Security Agent, provided, that any provision of this Pledge Agreement may be waived by the Security Agent in a written letter or agreement executed by the Security Agent or by facsimile transmission from the Security Agent, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenCredit Agreement. This Pledge Security Agreement shall be binding upon the successors and assigns of the Owner Participant and the Owner Trustee Debtor and shall inure to the benefit of the Security Agent Secured Party and its respective successors and assigns, provided that neither Owner Participant nor Owner Trustee shall assign its . This Security Agreement and the rights or and obligations hereunder without the prior written consent of the Security Agentparties hereunder shall be construed and interpreted in accordance with the laws of the State of Connecticut (the "Governing State") (excluding the laws applicable to conflicts or choice of law). DEBTOR AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS PLEDGE SECURITY AGREEMENT OR ANY OF THE OTHER DOCUMENTS MAY BE BROUGHT IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS PLEDGE AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS COURTS OF THE STATE OF NEW YORK APPLICABLE CONNECTICUT OR ANY FEDERAL COURT SITTING THEREIN AND CONSENT TO CONTRACTS THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE AND PERFORMED UPON DEBTOR BY MAIL AT THE ADDRESS SET FORTH IN THE SECURITY AGREEMENT. DEBTOR HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES, AND SUIT OR ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICASUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT FORUM.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Agreement Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Owner ParticipantGuarantor and Buyer, the Owner Trustee and the Security Agent, provided, except that any provision of this Pledge Agreement Guarantee may be waived by the Security Agent Buyer in a written letter or agreement specifically waiving such terms and executed solely by the Security Agent or by facsimile transmission from the Security Agent, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenBuyer. This Pledge Agreement Guarantee shall be binding upon the Guarantor’s successors and assigns of the Owner Participant and the Owner Trustee and shall inure to the benefit of the Security Agent Buyer, and its Buyer’s respective successors and assigns, provided that neither Owner Participant nor Owner Trustee shall assign its rights or obligations hereunder without the prior written consent of the Security Agent. THIS PLEDGE AGREEMENT IN ALL RESPECTS, INCLUDING ALL MATTERS THE RIGHTS AND OBLIGATIONS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS PLEDGE AGREEMENT THE PARTIES HEREUNDER AND THE OBLIGATIONS ARISING HEREUNDER INTERPRETATION OF THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW APPLICABLE TO CONTRACTS MADE EXECUTED AND TO BE PERFORMED IN SUCH STATE, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE STATE EXCEPT WITH RESPECT TO NEW YORK GENERAL OBLIGATIONS OBLIGATION LAW BUT OTHERWISE WITHOUT REGARD SECTION 5-1401). THE PARTIES CONSENT TO CONFLICT OF LAW PRINCIPLES, AND ANY APPLICABLE LAWS THE PERSONAL JURISDICTION OF THE UNITED STATES COURTS OF AMERICATHE STATE OF NEW YORK IN CONNECTION WITH ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS GUARANTEE AND WAIVE ANY OBJECTION AS TO VENUE IN THE BOROUGH OF MANHATTAN, STATE OF NEW YORK. THIS CHOICE OF VENUE IS MADE PURSUANT TO NEW YORK GENERAL OBLIGATION LAW SECTION 5-1402.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Agreement Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by Guarantor and Buyer, provided that, subject to any limitations set forth in the Owner ParticipantRepurchase Agreement, the Owner Trustee and the Security Agent, provided, that any provision of this Pledge Agreement Guarantee may be waived by the Security Agent Buyer in a written letter or agreement executed by the Security Agent or by facsimile transmission from the Security Agent, Buyer and any such waiver or consent shall be effective only delivered in the specific instance and for the specific purpose for which givenaccordance with Section 15 below. This Pledge Agreement Guarantee shall be binding upon the heirs, personal representatives, successors and assigns of the Owner Participant and the Owner Trustee Guarantor and shall inure to the benefit of the Security Agent Buyer, and its respective successors and assigns, provided that neither Owner Participant nor Owner Trustee shall assign its rights or obligations hereunder without the prior written consent of the Security Agent. THIS PLEDGE AGREEMENT IN ALL RESPECTSGUARANTEE AND ANY CLAIM, INCLUDING ALL MATTERS CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS GUARANTEE, THE RELATIONSHIP BETWEEN GUARANTOR AND BUYER, AND/OR THE INTERPRETATION AND ENFORCEMENT OF CONSTRUCTION, VALIDITY THE RIGHTS OF BUYER AND PERFORMANCE, THIS PLEDGE AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER DUTIES OF GUARANTOR SHALL BE GOVERNED BY, BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK APPLICABLE YORK, WITHOUT REGARD TO CONTRACTS MADE THE CHOICE OF LAW RULES THEREOF. GUARANTOR AND PERFORMED IN SUCH STATE, INCLUDING SECTIONS BUYER INTEND THAT THE PROVISIONS OF SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD SHALL APPLY TO CONFLICT OF LAW PRINCIPLES, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICATHIS GUARANTEE.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Agreement Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Owner ParticipantGuarantor and Buyer, the Owner Trustee and the Security Agent, provided, except that any provision of this Pledge Agreement Guarantee may be waived by the Security Agent Buyer in a written letter or agreement specifically waiving such terms and executed solely by the Security Agent or by facsimile transmission from the Security Agent, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenBuyer. This Pledge Agreement Guarantee shall be binding upon the Guarantor's successors and assigns of the Owner Participant and the Owner Trustee and shall inure to the benefit of the Security Agent Buyer, and its Buyer's respective successors and assigns, provided that neither Owner Participant nor Owner Trustee shall assign its rights or obligations hereunder without the prior written consent of the Security Agent. THIS PLEDGE AGREEMENT IN ALL RESPECTSGUARANTEE AND ANY CLAIM, INCLUDING ALL MATTERS CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS GUARANTEE, THE RELATIONSHIP OF CONSTRUCTIONTHE PARTIES TO THIS GUARANTEE, VALIDITY AND/OR THE INTERPRETATION AND PERFORMANCE, ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS PLEDGE AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER GUARANTEE SHALL BE GOVERNED BY, BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK APPLICABLE YORK, WITHOUT REGARD TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, INCLUDING SECTIONS THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD SHALL APPLY TO CONFLICT OF LAW PRINCIPLES, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICATHIS GUARANTEE.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Guarantee Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by Guarantor and Buyer, provided that, subject to any limitations set forth in the Owner ParticipantRepurchase Agreement, the Owner Trustee and the Security Agent, provided, that any provision of this Pledge Guarantee Agreement may be waived by the Security Agent Buyer in a written letter or agreement executed by the Security Agent or by facsimile transmission from the Security Agent, Buyer and any such waiver or consent shall be effective only delivered in the specific instance and for the specific purpose for which givenaccordance with Section 15 hereinbelow. This Pledge Guarantee Agreement shall be binding upon the successors and assigns of the Owner Participant and the Owner Trustee Guarantor and shall inure to the benefit of the Security Agent Buyer, and its respective successors and assigns, provided that neither Owner Participant nor Owner Trustee shall assign its rights or obligations hereunder without the prior written consent of the Security Agent. THIS PLEDGE AGREEMENT IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS PLEDGE GUARANTEE AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS GUARANTEE, THE OBLIGATIONS ARISING HEREUNDER RELATIONSHIP BETWEEN GUARANTOR AND BUYER, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS OF BUYER AND DUTIES OF GUARANTOR SHALL BE GOVERNED BY, BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK APPLICABLE YORK, WITHOUT REGARD TO CONTRACTS MADE THE CHOICE OF LAW RULES THEREOF. GUARANTOR AND PERFORMED IN SUCH STATE, INCLUDING SECTIONS BUYER INTEND THAT THE PROVISIONS OF SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD SHALL APPLY TO CONFLICT OF LAW PRINCIPLES, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICATHIS GUARANTEE AGREEMENT.

Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Pledge Agreement Guaranty may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Owner Participant, the Owner Trustee Guarantor and the Security Agent, provided, that any provision of this Pledge Agreement may be waived by the Security Agent in a written letter or agreement executed by the Security Agent or by facsimile transmission from the Security Agent, and any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which givenBuyer. This Pledge Agreement Guaranty shall be binding upon the successors and permitted assigns of the Owner Participant and the Owner Trustee Guarantor and shall inure to the benefit of the Security Agent Buyer and its successors and permitted assigns, provided that neither Owner Participant nor Owner Trustee shall assign its rights or obligations hereunder without the prior written consent of the Security Agent. THIS PLEDGE AGREEMENT GUARANTY AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN ALL RESPECTSCONTRACT, INCLUDING ALL MATTERS TORT OR OTHERWISE) BASED UPON, ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS GUARANTY, THE TRANSACTIONS CONTEMPLATED BY THIS GUARANTY, THE RELATIONSHIP OF CONSTRUCTIONTHE PARTIES HERETO, VALIDITY AND/OR THE INTERPRETATION AND PERFORMANCE, THIS PLEDGE AGREEMENT ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE OBLIGATIONS ARISING HEREUNDER PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS LAW OF THE STATE OF NEW YORK APPLICABLE (INCLUDING STATUTES OF LIMITATIONS AND OTHER PROCEDURAL LAWS THEREOF), WITHOUT GIVING EFFECT TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, INCLUDING THE CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLESLAW, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICAWHICH SHALL GOVERN).