Common use of Acknowledgement of Assignment Clause in Contracts

Acknowledgement of Assignment. FROM: [Name of relevant party to Series 2005-B Document[s]] TO: The Bank of New York Arran Funding Limited [*] Dear Sirs, ARRAN FUNDING LIMITED We hereby acknowledge receipt of the Notice of Assignment dated [*] relating to the Arran Funding Note Trust Deed Supplement dated 15 December 2005. We further acknowledge that the assignment is effective to confer on you the Benefit of the Series 2005-B Documents made between, among others, the Issuer and the undersigned. We confirm that as at the date of this Acknowledgement of Assignment we have not received from any other person any notice of assignment or charge of, or of any interest in, the Series 2005-B Documents. We confirm that we accept the authorisation and instructions contained in the Notice and we undertake to act in accordance with and to comply with the terms of this Notice. We agree not to recognise the exercise by the Issuer of any right to vary or terminate the Series 2005-B Documents without your prior written consent and to give you notice forthwith of any attempt by the Issuer to do so. We further agree not to amend or modify the Series 2005-B Documents without your prior written approval. Words and expressions used in this acknowledgement shall have the meanings assigned to them in both Schedule 1 of the Arran Funding Master Framework Agreement dated 16 November 2005 (as amended and restated from time to time) made between, inter alios, the Issuer and the Note Trustee and the Arran Funding Note Trust Deed Supplement. This acknowledgement shall be governed by and construed in accordance with English law. Yours faithfully, .......................... For and on behalf of [NAME OF RELEVANT PARTY TO SERIES 2005-B DOCUMENT[S]] SCHEDULE 4 FORM OF NOTICE OF ASSIGNMENT - JERSEY BANK ACCOUNTS (FOR THE PURPOSES OF THE SECURITY INTERESTS (JERSEY) LAW 1983, AS AMENDED (THE "JERSEY SECURITY LAW")) To: The Royal Bank of Scotland International Limited

Acknowledgement of Assignment. FROM: [Name of relevant party to Series 2005-B A Document[s]] TO: The Bank of New York Arran Funding Limited [*] Dear Sirs, ARRAN FUNDING LIMITED We hereby acknowledge receipt of the Notice of Assignment dated [*] relating to the Arran Funding Note Trust Deed Supplement dated 15 December 2005. We further acknowledge that the assignment is effective to confer on you the Benefit of the Series 2005-B A Documents made between, among others, the Issuer and the undersigned. We confirm that as at the date of this Acknowledgement of Assignment we have not received from any other person any notice of assignment or charge of, or of any interest in, the Series 2005-B A Documents. We confirm that we accept the authorisation and instructions contained in the Notice and we undertake to act in accordance with and to comply with the terms of this Notice. We agree not to recognise the exercise by the Issuer of any right to vary or terminate the Series 2005-B A Documents without your prior written consent and to give you notice forthwith of any attempt by the Issuer to do so. We further agree not to amend or modify the Series 2005-B A Documents without your prior written approval. Words and expressions used in this acknowledgement shall have the meanings assigned to them in both Schedule 1 of the Arran Funding Master Framework Agreement dated 16 November 2005 (as amended and restated from time to time) made between, inter alios, the Issuer and the Note Trustee and the Arran Funding Note Trust Deed Supplement. This acknowledgement shall be governed by and construed in accordance with English law. Yours faithfully, .......................... ............................... For and on behalf of [NAME OF RELEVANT PARTY TO SERIES 2005-B A DOCUMENT[S]] SCHEDULE 4 FORM OF NOTICE OF ASSIGNMENT - JERSEY BANK ACCOUNTS (FOR THE PURPOSES OF THE SECURITY INTERESTS (JERSEY) LAW 1983, AS AMENDED (THE "JERSEY SECURITY LAW")) To: The Royal Bank of Scotland International Limited

Acknowledgement of Assignment. FROMRe: [Name Master Lease Agreement For Equipment (the "Agreement") dated JULY 14,2006 between. EQUIPMENT LEASING SERVICES, LLC ("LESSOR") and CMARK INTERNATIONAL, INC.. ("LESSEE"). Lessor hereby gives notice to Lessee that it has assigned the Lease and Schedule No. I dated JULY 14,2006 attached to the Agreement ("Equipment Schedule”) Lessor hereby gives notice to Lessee that it has assigned all of relevant party its right, title and interest in and to Series 2005-B Document[s]] TO: The Bank of New York Arran Funding Limited [*] Dear Sirsthe Agreement, ARRAN FUNDING LIMITED We the Equipment Schedule, and all certificates and other attachments thereto (the " "Riders"), for financing purposes, to the following Assignee ("Assignee"): Lessor and Lessee, hereby acknowledge receipt warrant that the above referenced Agreement, Equipment Schedule, and any Riders constitute the entire agreement between the Lessor and Lessee as it pertains to the leasing of the Notice of Assignment dated [*] relating Equipment by Lessee and the terms for such leasing transactions as set forth in the Agreement and the Equipment Schedule. In connection with the foregoing, Lessor hereby directs Lessee, and Lessee hereby agrees, to make any and all payments required to be made pursuant to the Arran Funding Note Trust Deed Supplement dated 15 December 2005Agreement and the Equipment Schedule and any Riders thereto, commencing with the rental payment due on SEPTEMBER 1, 2006, (for a total of 34 rental payments of $ 16,074.97) each directly to the Assignee at the address set forth above. We further acknowledge The parties hereto agree that payment to the assignment Assignee of such amounts required under the Agreement and Equipment Schedule will relieve Lessee of its obligation to make payments to Lessor. All such payments should be made to the Assignee until the Assignee advises otherwise. Lessee acknowledges that it has no rights of early termination other than as specified in the Agreement. Lessee hereby represents and agrees as follows: (i) the Lease created hereunder the Agreement and the Equipment Schedule ("Leases") are in full force and effect on the date hereof and Lessee is effective not in default thereunder; (ii) Lessee's obligation to confer on you make all payments as set forth in the Benefit Leases is unconditional and it will make all of said payments, including any Termination Payments, to the Assignee without any right or setoff, defense or counterclaim; (iii) Assignee shall enjoy all of Lessor's rights and privileges under the Lease but shall not be chargeable with any obligations or liabilities under the Leases; (iv) any notice which Lessee is required to give Lessor under any of the Series 2005-B Documents made betweenLeases shall be sent with a copy to Assignee; and (v) Lessee will not permit the Leases, among othersor any of the provisions contained therein to be amended or waived without the written consent of Assignee. WITNESS the due execution hereof this day, JULY 14, 2006. LESSOR: EQUIPMENT LEASING SERVICES, LLC LESSEE: CMARK INTERNATIONAL, INC. By: /s/ W ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇. Jr. Title: Member Title: President Date: 7/25/2006 Date: July 25, 2006 KNOW ALL TO WHOM THESE PRESENTS SHALL COME, that CMARK INTERNATIONAL, (Seller"), for the amount of $500,000.00, the Issuer receipt and the undersigned. We confirm that as at the date sufficiency of this Acknowledgement which are hereby acknowledged, paid by or on behalf OF Equipment Leasing Services, LLC ("Purchaser"), does hereby grant, bargain, sell and transfer and de deliver unto Purchaser, its successors and assigns, all of Assignment we have not received from any other person any notice of assignment or charge ofSeller's right, or of any title and interest in, the Series 2005-B Documents. We confirm that we accept the authorisation and instructions contained in the Notice and we undertake to act in accordance with and to comply with equipment described on the terms of this NoticeAttachment hereto (the "Equipment"), except for any software which Seller is merely licensing under its standard licensing terms. We agree not to recognise TO HAVE AND TO HOLD the exercise by the Issuer of any right to vary or terminate the Series 2005-B Documents without your prior written consent and to give you notice forthwith of any attempt by the Issuer to do soEquipment unto Purchaser, its successors an assigns, forever, SELLER HEREBY WARRANTS TO PURCHASER, ITS SUCCESSORS AND ASSIGNS, THAT THE EQUIPMENT IS NOT NEWLEY MANUFACTURED AND, IF A APPLICABLE, IS ELIGIBLE FOR THE MANUFACTURER'S MAINTENANCE AGREEMENT AND THAT SELLER HAS GOOD AND MARKETABLE TITLE TO -THE EQUIPMENT, FREE AND CLEAR OF ALL CLAIMS, LIENS, ENCUMBRANCES AND RIGHTS OF OTHERS OF ANY NATURE WHATSOEVER. We further agree not to amend or modify the Series 2005-B Documents without your prior written approval. Words and expressions used in this acknowledgement shall have the meanings assigned to them in both Schedule 1 of the Arran Funding Master Framework Agreement dated 16 November 2005 (as amended and restated from time to time) made betweenSELLER HEREBY INDEMNIFIES PURCHASER, inter aliosITS SUCCESSORS AND ASSIGNS, the Issuer and the Note Trustee and the Arran Funding Note Trust Deed SupplementAGAINST ALL CLAIMS AND COSTS INCURRED IN THE DEFENSE OF TITLE TO THE EQUIPMENT AND/OR REMOVAL OF ANY CLAIMS OR ENCUMBRANCES AGAINST THE EQUIPMENT BY ANYONE CLAIMING BY OR THROUGH SELLER. This acknowledgement Unconditional ▇▇▇▇ of Sale has been delivered in and shall be governed by and construed in accordance with English law. Yours faithfully, .......................... For and on behalf the laws of [NAME OF RELEVANT PARTY TO SERIES 2005-B DOCUMENT[S]] SCHEDULE 4 FORM OF NOTICE OF ASSIGNMENT - JERSEY BANK ACCOUNTS (FOR THE PURPOSES OF THE SECURITY INTERESTS (JERSEY) LAW 1983, AS AMENDED (THE "JERSEY SECURITY LAW")) To: The Royal Bank the State of Scotland International LimitedArizona.