Common use of Acknowledgment and Consent Clause in Contracts

Acknowledgment and Consent. (a) The Originator acknowledges that, from time to time prior to the Termination Date, the Buyer intends to sell all of the Buyer’s right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer at any time to enforce this Agreement against the Originator and the obligations of the Originator hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accounts. (b) The Originator hereby agrees to execute all agreements, instruments and documents and to take all other actions that the Buyer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns in the exercise of such rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator acknowledges Sellers acknowledge that, from time to time prior contemporaneously herewith, Buyer is selling, transferring, assigning, setting over and otherwise conveying to the Termination Date, the Buyer intends to sell Trust all of the Buyer’s 's right, title and interest in, to and under the Cartus Purchased Specified Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, Sections 2.1 and that the interests 2.4 of the Buyer hereunder will be further assigned pursuant Pooling Agreement. The Sellers hereby consent to the Transfer sale, transfer, assignment, set over and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents conveyance to the sale and assignment Trust by the Buyer of all or any portion of its right, title and interest of Buyer in, to and under the Cartus Purchased Specified Assets, this Agreement and the other Transaction Documents Documents, and all of the Buyer’s 's rights, remedies, powers and privileges privileges, and all claims of the Buyer against the Originator Sellers, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Buyer, at any time time, to enforce this Agreement against the Originator Sellers and the obligations of the Originator hereunder and Sellers hereunder, (ii) the right to appoint a successor to the Servicer at the times and upon the conditions set forth in the Pooling Agreement, and (iii) the right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns Sellers thereunder to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors Trustee and assigns the Trust are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder and under the other Transaction Documents to which any Seller is a party except to the extent the Trustee's rights have been expressly limited hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator Each Seller hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, that it has no claim to or interest in any of the Lockbox Bank Accounts or the Trust Accounts. (b) The Originator Sellers hereby agrees agree to execute all agreements, instruments and documents documents, and to take all other actions action, that the Buyer or its assignees the Trustee reasonably determines are is necessary or appropriate to evidence its consent described in Section 11.12(a)subsection (a) above. To the extent that Buyer, individually or through the Servicer, has granted or grants powers of attorney to the Trustee under the Pooling Agreement, the Sellers hereby grant a corresponding power of attorney on the same terms to Buyer. The Originator Sellers hereby acknowledges acknowledge and agrees agree that the Buyer Buyer, in all of its capacities may capacities, shall assign to the Buyer’s successors and assigns such Trustee for the benefit of the Certificateholders the powers of attorney and other rights and interests granted by the Originator Sellers to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns Trustee in the exercise of such the rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator acknowledges that, from time to time prior to the Termination Date, the Buyer intends to sell all of the Buyer’s right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer at any time to enforce this Agreement against the Originator and the obligations of the Originator hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accounts. (b) The Originator hereby agrees to execute all agreements, instruments and documents and to take all other actions that the Buyer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns in the exercise of such rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator Seller acknowledges that, from time contemporaneously herewith, Buyer is selling, transferring, assigning, setting over and otherwise conveying to time prior to the Termination Date, the Buyer intends to sell Second Step Purchaser all of the Buyer’s 's right, title and interest in, to and under the Cartus Purchased AssetsReceivables, this Agreement and all of the other Transaction Sale Documents pursuant to Section 2.01 of the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and Seller hereby consents to the sale sale, transfer, assignment, set over and assignment conveyance to Second Step Purchaser by the Buyer of all or any portion of its right, title and interest of Buyer in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents Sale Documents, and all of the Buyer’s 's rights, remedies, powers and privileges privileges, and all claims of the Buyer against the Originator Seller, under or with respect to this Agreement and the other Transaction Sale Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Buyer, at any time time, to enforce this Agreement against the Originator Seller and the obligations of the Originator hereunder and Seller hereunder, (ii) the right to appoint a successor to the Servicer at the times and upon the conditions set forth in the Purchaser Agreement, and (iii) the right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Sale Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns Seller thereunder to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors and assigns are Second Step Purchaser is a third party beneficiaries beneficiary of this Agreement, including without limitation the rights of the Buyer arising hereunder, hereunder and may rely on under the Originator’s representations and warranties made herein as if made directly other Sale Documents to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accountswhich Seller is a party. (b) The Originator Seller hereby agrees to execute all agreements, instruments and documents documents, and to take all other actions action, that the Buyer or its assignees Second Step Purchaser reasonably determines are is necessary or appropriate to evidence its consent described in Section 11.12(a)subsection (a) above. The Originator To the extent that Buyer, individually or through Servicer, has granted or grants powers of attorney to Second Step Purchaser under the Purchase Agreement, Seller hereby grants a corresponding power of attorney on the same terms to Buyer. Seller hereby acknowledges and agrees that the Buyer Buyer, in all of its capacities may capacities, shall assign to Second Step Purchaser the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator Seller to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns Second Step Purchaser in the exercise of such the rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator COMPUCOM, as Seller and as initial Servicer, acknowledges that, from contemporaneously herewith or at any time to time prior to the Termination Datehereafter, the Buyer intends is assigning or will assign to sell the Trustee, for the benefit of the Certificateholders, pursuant to the Pooling and Servicing Agreement, all of the Buyer’s 's rights, title and interest in, to and under the Receivables and Related Rights, and all of the Buyer's right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, it being -------- understood that such assignment shall not relieve any party hereto from (or ---------- require the Trustee or any Certificateholder to undertake) the performance of any term, covenant or agreement on the part of any party hereto to be performed or observed under or in connection with this Agreement. COMPUCOM, as Seller and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and as initial Servicer, hereby consents to such assignments, including, without limitation, the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Buyer, at any time time, to enforce this Agreement against the Originator COMPUCOM and the obligations of the Originator hereunder and COMPUCOM hereunder, (ii) the right to appoint a successor to the Servicer as set forth in the Pooling and Servicing Agreement, (iii) the right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns COMPUCOM thereunder to the same extent as the Buyer may do, and (iv) all of the Buyer's rights, remedies, powers and privileges, and all claims of the Buyer against COMPUCOM, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the Buyer’s successors Trustee and assigns the Investor Certificateholders are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, hereunder and may rely on under the Originator’s representations and warranties made herein as if made directly other Transaction Documents to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accountswhich COMPUCOM is a party. (b) The Originator COMPUCOM hereby agrees to execute all agreements, instruments and documents documents, and to take all other actions action, that the Buyer or its assignees the Trustee determines are is necessary or appropriate reasonably desirable to evidence its consent described in Section 11.12(a9.3(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns in the exercise of such rights.-------------- (c) The Originator COMPUCOM hereby acknowledges that its obligations to the Trustee and the Investor Certificateholders as assignees of the Buyer are and shall be, to the extent permitted by applicable law or not prohibited by any order of any court or administrative or regulatory authority, absolute and unconditional under any and all circumstances and shall be unaffected by any claims, offsets or other defenses COMPUCOM may have against the Buyer’s successors , and assigns are entering into COMPUCOM agrees that it shall not assert or interpose any such claims, offsets or defenses as a defense to its performance of its obligations under the Transaction Documents in reliance on the Buyer’s identity as to which it is a legal entity separate from the Originatorparty.

Acknowledgment and Consent. (a) The Originator acknowledges that, from time to time prior to the Termination Date, the Buyer intends to sell all of the Buyer’s 's right, title and interest in, to and under the Cartus CMSC Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus CMSC Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s 's rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer at any time to enforce this Agreement against the Originator and the obligations of the Originator hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s 's successors ands assigns to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s 's successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, and may rely on the Originator’s 's representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accounts. (b) The Originator hereby agrees to execute all agreements, instruments and documents and to take all other actions that the Buyer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s 's successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s 's successors and assigns in the exercise of such rights. (c) The Originator hereby acknowledges that the Buyer’s 's successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s 's identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator Each of the Originators acknowledges that, from contemporaneously herewith or at any time to time prior hereafter, the SPV Purchaser is assigning or will assign to the Termination DateAdministrator, for the Buyer intends benefit of the Purchasers, pursuant to sell the Receivables Purchase Agreement, one or more undivided interests in all of the Buyer’s SPV Purchaser's rights, title and interest in, to and under the Receivables and Related Rights, and all of the SPV Purchaser's right, title and interest in, to and under this Agreement, it being understood that such assignment shall not relieve any party hereto from (or require the Cartus Purchased AssetsPurchasers or the Administrator to undertake) the performance of any term, covenant or agreement on the part of any Originator to be performed or observed under or in connection with this Agreement and all Agreement. Each of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and Originators hereby consents to such assignments, including, without limitation, the sale and assignment by the Buyer SPV Purchaser of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer SPV Purchaser, at any time time, to enforce this Agreement against the Originator and the obligations of the Originator hereunder and such Originator, (ii) the right to appoint a successor to the Servicer as set forth in the Receivables Purchase Agreement, (iii) the right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the such Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns hereunder or thereunder to the same extent as the Buyer SPV Purchaser may do, and all of the SPV Purchaser's rights, remedies, powers and privileges, and all claims of the SPV Purchaser against such Originator, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the Buyer’s successors Purchasers, the Administrator and assigns the other Indemnified Parties are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer SPV Purchaser arising hereunder, hereunder and may rely on under the Originator’s representations and warranties made herein as if made directly other Transaction Documents to them. The which any Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accountsis a party. (b) The Originator Each of the Originators hereby agrees to execute all agreements, instruments and documents documents, and to take all other actions action, that the Buyer SPV Purchaser or its assignees the Administrator determines are is necessary or appropriate reasonably desirable to evidence its consent described in Section 11.12(a9.3(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns in the exercise of such rights. (c) The Originator Each of the Originators hereby acknowledges that its obligations to the Buyer’s successors Purchasers and assigns the Administrator as assignees of the SPV Purchaser are entering into and shall be, to the extent permitted by Applicable Law or not prohibited by any order of any court or administrative or regulatory authority, absolute and unconditional under any and all circumstances and shall be unaffected by any claims, offsets or other defenses such Originator may have against the SPV Purchaser, and such Originator agrees that it shall not assert or interpose any such claims, offsets or defenses as a defense to its performance of its obligations under the Transaction Documents in reliance on the Buyer’s identity as to which it is a legal entity separate from the Originatorparty.

Acknowledgment and Consent. Notwithstanding the provisions of Sections 1.3(b)(ii) and 6.8 of the Credit Agreement and the terms of the Intercreditor Agreement, Agent and Lenders hereby consent to the Wholesale Business Sale pursuant to the Asset Purchase Agreement (it being understood that any amendments or modifications to the Asset Purchase Agreement following the effectiveness of this Amendment that in the reasonable discretion of the Agent could adversely affect any of the rights or remedies of the Agent or any Lender must be acceptable to the Agent in its sole discretion) for an aggregate purchase price (the “Purchase Price”) of (i) not less than $27,000,000 in cash, plus (ii) not less than $11,000,000 for the accounts receivable of the Wholesale Business, provided that: (a) The Originator acknowledges thatBorrowers may use the Escrow Amount, plus up to $10,000,000 of the Net Proceeds from time the Wholesale Business Sale to time prior prepay the Supplemental Real Estate Facility (without penalty or premium) in an amount that would result in the remaining outstanding principal amount of the Supplemental Real Estate Facility being no less than $10,000,000 (the “SREF Prepayment ”), (b) the remaining amount of the Net Proceeds from the Wholesale Business Sale after payment of the SREF Prepayment (the “Diverted Amount”) shall be deposited in the Diversion Account, (c) upon satisfaction of the conditions set forth in Section 11 of this Amendment, the Diverted Amount shall be used to repay the outstanding Revolving Loans (and not the Term Loan) in full in cash in accordance with Section 1.10 of the Credit Agreement (including the payment, if any, of LIBOR funding breakage costs in accordance with Section 1.13(b) of the Credit Agreement), and (d) to the Termination Dateextent the Revolving Loans have been paid in full in cash, the Buyer intends to sell all remaining amount of the Buyer’s rightDiverted Amount shall remain in the Diversion Account in accordance with the Credit Agreement. In addition, title Agent and interest inLenders hereby acknowledge and agree that the sale of the Wholesale Business as contemplated by the Asset Purchase Agreement shall be free and clear of all existing and future liens, claims and encumbrances of Agent and Lenders, and Agent and Lenders hereby agree that upon payment by C&S to the Seller Companies of the Purchase Price Agent and under the Cartus Purchased Assets, this Agreement Lenders shall release any and all liens, claims or encumbrances any of them has or may have on the other Transaction Documents assets being transferred pursuant to the Receivables Asset Purchase Agreement, and that . With respect to the interests provisions of the Buyer hereunder will foregoing sentence only, C&S shall be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms deemed a third party beneficiary of this Agreement or otherwise available at law or in equity)Amendment, including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer at any time to enforce this Agreement against the Originator and the obligations of the Originator hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accounts. (b) The Originator hereby agrees to execute all agreements, instruments and documents and to take all other actions that the Buyer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully coupled with the Buyer’s successors and assigns in the exercise power of such rightsenforcement thereof. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Each of Maxtor, as an Originator and as initial Servicer, and each other Originator acknowledges that, from contemporaneously herewith or at any time to time prior hereafter, the Initial Purchaser is assigning or will assign to the Termination DateAdministrator, for the Buyer intends benefit of the Purchaser, pursuant to sell the Receivables Purchase Agreement, one or more undivided interests in all of the Buyer’s Initial Purchaser's rights, title and interest in, to and under the Pool Receivables and Related Rights, and all of the Initial Purchaser's right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, it being understood that such assignment shall not relieve any party hereto from (or require the Purchaser or the Administrator to undertake) the performance of any term, covenant or agreement on the part of any party hereto to be performed or observed under or in connection with this Agreement. Each of Maxtor, as Originator and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer as initial Servicer, and Servicing Agreement and the Indenture. The each other Originator acknowledges and agrees to each such sale by the Buyer and hereby consents to such assignments, including, without limitation, the sale and assignment by the Buyer Initial Purchaser of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Initial Purchaser, at any time time, to enforce this Agreement against the Originator Originators and the obligations of the Originator hereunder and Originators hereunder, (ii) the right to appoint a successor to the Servicer as set forth in the Receivables Purchase Agreement, (iii) the right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns Originators thereunder to the same extent as the Buyer Initial Purchaser may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against each Originator, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the Buyer’s successors Purchaser, the Administrator and assigns the other Indemnified Parties are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer Initial Purchaser arising hereunder, hereunder and may rely on under the Originator’s representations and warranties made herein as if made directly other Transaction Documents to them. The which any Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accountsis a party. (b) The Each Originator hereby agrees to execute all agreements, instruments and documents documents, and to take all other actions action, that the Buyer Initial Purchaser or its assignees the Administrator determines are is necessary or appropriate reasonably desirable to evidence its consent described in Section 11.12(a9.3(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns in the exercise of such rights. (c) The Each Originator hereby acknowledges that its obligations to the Buyer’s successors Purchaser and assigns the Administrator as assignees of the Initial Purchaser are entering into and shall be, to the extent permitted by Applicable Law or not prohibited by any order of any court or administrative or regulatory authority, absolute and unconditional under any and all circumstances and shall be unaffected by any claims, offsets or other defenses such Originator may have against the Initial Purchaser, and each Originator agrees that it shall not assert or interpose any such claims, offsets or defenses as a defense to its performance of its obligations under the Transaction Documents in reliance on the Buyer’s identity as to which it is a legal entity separate from the Originatorparty.

Acknowledgment and Consent. (a) The Originator acknowledges Sellers acknowledge that, from time to time prior contemporaneously herewith, Buyer is selling, transferring, assigning, setting, granting, over and otherwise conveying to the Termination Date, the Buyer intends to sell Agent all of the Buyer’s right, title and interest in, to and under the Cartus Purchased Specified Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Sale Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant . The Sellers hereby consent to the Transfer sale, transfer, assignment, set over and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents conveyance to the sale and assignment Agent by the Buyer of all or any portion of its right, title and interest of Buyer in, to and under the Cartus Purchased Specified Assets, this Agreement and the other Transaction Documents Documents, and all of the Buyer’s rights, remedies, powers and privileges privileges, and all claims of the Buyer against the Originator Sellers, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law law, or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Buyer, at any time time, to enforce this Agreement against the Originator Sellers and the obligations of the Originator hereunder and Sellers hereunder, (ii) the right to appoint a successor to the Initial Collection Agent at the times and upon the conditions set forth in the Receivables Sale Agreement, and (iii) the right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns Sellers thereunder to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors Agent, the Purchaser Agents and assigns the Purchasers are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, hereunder and may rely on under the Originator’s representations and warranties made herein as if made directly other Transaction Documents to themwhich any Seller is a party. The Originator Each Seller hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, that it has no claim to or interest in any of the Lockbox Bank Accounts or the Transaction Accounts. (b) The Originator Sellers hereby agrees agree to execute all agreements, instruments and documents documents, and to take all other actions action, that the Buyer or its assignees the Agent reasonably determines are is necessary or appropriate to evidence its consent the consents, agreements and acknowledgements described in Section 11.12(a)subsection (a) above. To the extent that Buyer, individually or through the Initial Collection Agent, has granted or grants powers of attorney to the Agent under the Receivables Sale Agreement, the Sellers hereby grant a corresponding power of attorney on the same terms to Buyer. The Originator Sellers hereby acknowledges acknowledge and agrees agree that the Buyer Buyer, in all of its capacities may capacities, shall assign to the Buyer’s successors and assigns such Agent for the benefit of the Purchasers the powers of attorney and other rights and interests granted by the Originator Sellers to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns Agent in the exercise of such the rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator acknowledges Sellers acknowledge that, from time to time prior contemporaneously herewith, Buyer is granting a security interest to the Termination Date, the Buyer intends to sell Trustee in all of the Buyer’s 's right, title and interest in, to and under the Cartus Purchased Specified Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, Sections 2.1 and that the interests 2.4 of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents Sellers hereby consent to the sale and assignment grant of a security interest to the Trustee by the Buyer of all or any portion of its right, title and interest of Buyer in, to and under the Cartus Purchased Specified Assets, this Agreement and the other Transaction Documents Documents, and all of the Buyer’s 's rights, remedies, powers and privileges privileges, and all claims of the Buyer against the Originator Sellers, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Buyer, at any time time, to enforce this Agreement against the Originator Sellers and the obligations of the Originator hereunder and Sellers hereunder, (ii) the right to consent to or direct the appointment of a successor to the Servicer at the times and upon the conditions set forth in the Indenture, and (iii) the right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns Sellers thereunder to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors and assigns are Trustee is a third party beneficiaries beneficiary of this Agreement, including without limitation the rights of the Buyer arising hereunder, hereunder and may rely on under the Originator’s representations and warranties made herein as if made directly other Transaction Documents to themwhich any Seller is a party. The Originator Each Seller hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, that it has no claim to or interest in any of the Lockbox Bank Accounts or the Transaction Accounts. (b) The Originator Sellers hereby agrees agree to execute all agreements, instruments and documents documents, and to take all other actions action, that the Buyer or its assignees the Trustee reasonably determines are is necessary or appropriate to evidence its consent described in Section 11.12(a)SUBSECTION (A) above. To the extent that Buyer, individually or through the Servicer, has granted or grants powers of attorney to the Trustee under the Indenture, the Sellers hereby grant a corresponding power of attorney on the same terms to Buyer. The Originator Sellers hereby acknowledges acknowledge and agrees agree that the Buyer Buyer, in all of its capacities may capacities, shall assign to the Buyer’s successors and assigns such Trustee for the benefit of the Noteholders the powers of attorney and other rights and interests granted by the Originator Sellers to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns Trustee in the exercise of such the rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator Seller acknowledges that, from time to time prior contemporaneously herewith, Purchaser is Conveying to the Termination Date, the Buyer intends to sell Trust all of the Buyer’s Purchaser's right, title and interest in, to and under the Cartus Purchased AssetsReceivables and the related property conveyed pursuant hereto, this Agreement and all pursuant to Section 2.1 of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer Pooling and Servicing Agreement and the IndentureAgreement. The Originator acknowledges and agrees to each such sale by the Buyer and Seller hereby consents to the sale and assignment Conveyance to the Trust by the Buyer Purchaser of all or any portion of its right, title and interest of Purchaser in, to and under this Agreement, the Cartus Purchased Assets, this Agreement Receivables and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity)related assets, including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Purchaser, at any time time, to enforce this Agreement against the Originator Seller and the obligations of the Originator hereunder and Seller hereunder, (ii) the right to appoint a successor to the Servicer at the times and upon the conditions set forth in the Pooling and Servicing Agreement, and (iii) the right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns Seller thereunder to the same extent as the Buyer Purchaser may do. Each of the parties hereto Seller and the Purchaser acknowledges and agrees that (i) under the Buyer’s successors terms of the Pooling and assigns are third party beneficiaries of this Servicing Agreement, including without limitation the Purchaser Representatives and Holders of Investor Certificates may direct the manner in which the Trustee exercises its rights of the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its this Agreement or may exercise such rights under Section 4.3themselves, it has no claim to or interest in any of and (ii) the Lockbox Accounts. (b) The Originator hereby agrees to execute all agreementsTrustee, instruments and documents and to take all other actions that the Buyer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator hereby acknowledges and agrees that Certificateholders, the Buyer in all of its capacities may assign Receivables Purchasers, the Purchaser Representatives and, to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns extent provided in the exercise of such rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.related Supplement or

Acknowledgment and Consent. (a) The Originator Each of the Seller and the Transferor acknowledges that, from time to time prior to the Termination Date, the Buyer intends to sell Issuer has pledged all of the Buyer’s its right, title and interest in, in the Purchased Assets to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction Documents Indenture Trustee pursuant to the Receivables Purchase Agreement, and that the interests Indenture. Each of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement Seller and the Indenture. The Originator Transferor acknowledges and agrees to each such sale pledge by the Buyer Issuer and consents to the sale and assignment by the Buyer Issuer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s Issuer's rights, remedies, powers and privileges and all claims of the Buyer Issuer against the Originator Seller or the Transferor under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not any of an Unmatured Servicer Default Default, a Servicer Default, or a Servicer Default Purchase Termination Event has occurred and is continuing) (i) the right of the Buyer Issuer at any time to enforce this Agreement against the Originator Seller or the Transferor and the obligations of the Originator Seller and the Transferor hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator Seller or the Transferor thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s Issuer's successors ands and assigns to the same extent as the Buyer Issuer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accounts. (b) The Originator Each of the Seller and the Transferor hereby agrees to execute all agreements, instruments and documents and to take all other actions that the Buyer Issuer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a10.15(a). The Originator Each of the Seller and the ---------------- Transferor hereby acknowledges and agrees that the Buyer in all of its capacities Issuer may assign to the Buyer’s Issuer's successors and assigns such powers of attorney and other rights and interests granted by the Originator Seller or the Transferor to the Buyer Issuer hereunder and agrees to cooperate fully with the Buyer’s successors Issuer and assigns the Indenture Trustee in the exercise of such rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator Seller acknowledges that, from time to time prior to the Termination Date, the Buyer ARSC intends to sell all of the Buyer’s ARSC's right, title and interest in, to and under the Cartus ARSC Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, Transfer and Servicing Agreement and that the interests of the Buyer ARSC hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator Seller acknowledges and agrees to each such sale by the Buyer ARSC and consents to the sale and assignment by the Buyer ARSC of all or any portion of its right, title and interest in, to and under the Cartus ARSC Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s ARSC's rights, remedies, powers and privileges and all claims of the Buyer ARSC against the Originator Seller under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer ARSC at any time to enforce this Agreement against the Originator Seller and the obligations of the Originator Seller hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator Seller thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s ARSC's successors ands assigns to the same extent as the Buyer ARSC may do. Each of the parties hereto acknowledges and agrees that the Buyer’s ARSC's successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer ARSC arising hereunder, and may rely on the Originator’s Seller's representations and warranties made herein as if made directly to them. The Originator Seller hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accounts. (b) The Originator Seller hereby agrees to execute all agreements, instruments and documents and to take all other actions that the Buyer ARSC or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator Seller hereby acknowledges and agrees that the Buyer ARSC in all of its capacities may assign to the Buyer’s ARSC's successors and assigns such powers of attorney and other rights and interests granted by the Originator Seller to the Buyer ARSC hereunder and agrees to cooperate fully with the Buyer’s successors and assigns Indenture Trustee in the exercise of such rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator Seller acknowledges that, from contemporaneously herewith, WPS Finc▇ ▇▇ selling, transferring, assigning, setting over and otherwise conveying to the Administrator on behalf of Blue Ridge an Asset Interest in the outstanding pool of Receivables and Related Assets sold by Seller to WPS Finc▇ ▇▇▇m time to time prior pursuant to this Purchase Agreement. Seller hereby consents to the Termination Datesale, transfer, assignment, set over and conveyance to the Buyer intends to sell all Administrator on behalf of Blue Ridge by WPS Finc▇ ▇▇ the Buyer’s rightAsset Interest, title and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rightsWPS Finc▇'▇ ▇▇▇hts, remedies, powers and privileges privileges, and all claims of the Buyer against the Originator WPS Finc▇ ▇▇▇inst Seller, under or with respect to this Purchase Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Purchase Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer at WPS Finc▇, ▇▇ any time time, to enforce this Purchase Agreement against the Originator Seller and the obligations of the Originator hereunder Seller hereunder, and (ii) the right right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Purchase Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns Seller thereunder to the same extent as the Buyer may WPS Finc▇ ▇▇▇ do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors Administrator (on behalf of Blue Ridge) and assigns Blue Ridge are third party beneficiaries of this Agreement, including without limitation the rights of WPS Finc▇ ▇▇▇sing hereunder and under the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly other Transaction Documents to themwhich Seller is a party. The Originator Seller hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, that it has no claim to or interest in any of the Lockbox AccountsLock-Box Accounts or the Concentration Account. (b) The Originator Seller hereby agrees to execute all agreements, instruments and documents documents, and to take all other actions action, that WPS Finc▇ ▇▇ the Buyer or its assignees Administrator reasonably determines are is necessary or appropriate to evidence its consent described in Section 11.12(a)paragraph (a) above. The Originator To the extent that WPS Finc▇, ▇▇dividually or through the Servicer, has granted or grants powers of attorney to the Administrator under the Asset Interest Transfer Agreement, Seller hereby grants a corresponding power of attorney on the same terms to WPS Finc▇. ▇▇ller hereby acknowledges and agrees that the Buyer in WPS Finc▇, ▇▇ all of its capacities may capacities, shall assign to the Buyer’s successors and assigns Administrator for the benefit of Blue Ridge such powers of attorney and other rights and interests granted by the Originator Seller to the Buyer hereunder WPS Finc▇ ▇▇▇eunder and agrees to cooperate fully with the Buyer’s successors and assigns Administrator in the exercise of such rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (aNotwithstanding the provisions of Sections 1.2(b)(ii) The Originator acknowledges that, from time to time prior to and 6.8 of the Termination DateCredit Agreement, the Buyer intends to sell all of the Buyer’s right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement Agent and the Indenture. The Originator acknowledges and agrees Lenders hereby consent to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right Penn Traffic’s execution and delivery of the Buyer at Amended Supply Agreement, a copy of which is attached hereto as Exhibit A (it being understood that any time amendments or modifications to enforce the Amended Supply Agreement attached hereto as Exhibit A following the effectiveness of this Agreement against the Originator and the obligations Consent that adversely affects any of the Originator hereunder rights and remedies of the Agent or any Lender must be acceptable to the Agent in its sole discretion), (ii) the right at transactions contemplated thereby, and (iii) the Borrowers’ and the other Credit Parties’ performance of their respective obligations thereunder. Furthermore, any time temporary dip in Excess Revolver Availability below any required minimums in the Credit Agreement shall not constitute an Event of Default so long as it has been cured on or prior to give or withhold the date hereof. In addition, the Agent and the Lenders hereby acknowledge and agree that: (a) the sale of the Existing Inventory (as defined in the Non-Produce Inventory Agreement) to C&S as contemplated by the Amended Supply Agreement shall be free and clear of all existing and future liens, claims and encumbrances of the Agent and the Lenders, and the Agent and the Lenders hereby release any and all consentsliens, requestsclaims or encumbrances any of them have or may have on the Existing Inventory (as defined in the Non-Produce Inventory Agreement) (including any Proceeds thereof until the Transfer of Ownership (as defined below)); and (b) the Merchandise (as defined in the Amended Supply Agreement) shall not constitute Collateral (and no lien, noticesclaim or encumbrance of the Agent or any Lender shall attach and neither the Agent nor any Lender shall have any remedial rights with respect thereto) until the time that such Merchandise is loaded and sealed at a Facility (as defined in the Amended Supply Agreement) and such Merchandise has left such Facility and is in transit to a Penn Traffic Store (as defined in the Amended Supply Agreement; such time, directionsthe “Transfer of Ownership”). The Agent, approvalsthe Lenders, demandsthe Borrowers and the other Credit Parties agree that until the Transfer of Ownership, extensions C&S shall retain ownership (as seller, consignor and/or ▇▇▇▇▇▇, as the case may be) of and hold a lien and security interest in and to such Merchandise (including the Proceeds thereof) until the Transfer of Ownership to secure all sums owing to C&S pursuant to the Amended Supply Agreement or waivers under any other agreements between C&S and the Borrowers (and, until the Transfer of Ownership, neither the Agent, the Lenders, the Borrowers nor any Credit Party shall have any lien, claim or encumbrances thereon, including any Proceeds thereof), and C&S may, in its sole and absolute discretion, exercise any of its rights and remedies with respect to this Agreementall or any part of such Merchandise until the Transfer of Ownership, and none of the Agent, the Lenders, the Borrowers or any other Credit Party shall have any lien, claim or encumbrance including, without limitation, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or security interest in any such Merchandise until the Transfer of the Lockbox Accounts. (b) The Originator hereby agrees to execute all agreements, instruments and documents and to take all other actions that the Buyer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a)Ownership. The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign Notwithstanding anything to the Buyer’s successors contrary contained herein, upon the Transfer of Ownership, any lien or security interest granted to C&S under the Supply Agreement and assigns held by C&S upon such powers Merchandise shall automatically and without further action required by any Person be released, provided that any such release shall not prejudice any statutory rights or liens otherwise available to C&S under PACA, the Code or other applicable law as a seller of attorney and other rights and interests granted by the Originator goods. With respect to the Buyer hereunder and agrees to cooperate fully provisions of this Section 2 only, C&S shall be deemed a third party beneficiary of this Consent, coupled with the Buyer’s successors and assigns in the exercise power of such rightsenforcement thereof. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. Notwithstanding the provisions of Sections 1.2(b)(ii) and 6.8 of the Credit Agreement and the terms of the Intercreditor Agreement, Agent and Lenders hereby consent to the Wholesale Business Sale pursuant to the Asset Purchase Agreement (it being understood that any amendments or modifications to the Asset Purchase Agreement following the effectiveness of this Amendment that in the reasonable discretion of the Agent could adversely affect any of the rights or remedies of the Agent or any Lender must be acceptable to the Agent in its sole discretion) for an aggregate purchase price of (i) not less than $27,000,000 in cash, plus (ii) not less than $11,000,000 for the accounts receivable of the Wholesale Business (the “Purchase Price”), provided that: (a) The Originator acknowledges thatBorrowers shall use the Escrow Amount, from time plus up to time prior to the Termination Date, the Buyer intends to sell all $10,000,000 of the Buyer’s rightNet Proceeds from the Wholesale Business Sale to prepay the Loans (without penalty or premium) in an amount that would result in the remaining outstanding principal amount of the Loans being no less than $10,000,000 (the “Prepayment ”) and (b) the remaining amount of the Net Proceeds from the Wholesale Business Sale after the payment of the Prepayment (the “Diverted Amount”) shall be deposited in the Diversion Account and used in accordance with Section 3 of the GE Sixth Amendment (as hereinafter defined). In addition, title Agent and interest inLenders hereby acknowledge and agree that the sale of the Wholesale Business as contemplated by the Asset Purchase Agreement shall be free and clear of all existing and future liens, to claims and under encumbrances of Agent and Lenders, and Agent and Lenders hereby release effective as of the Cartus Purchased Assetspayment of the Purchase Price by the buyer, this Agreement any and all liens, claims or encumbrances any of them has or may have on the other Transaction Documents assets being transferred pursuant to the Receivables Asset Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant . With respect to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms immediately preceding sentence of this Agreement or otherwise available at law or in equity)Section 3 only, including without limitation (whether or not an Unmatured Servicer Default or C&S Wholesale Grocers, Inc. shall be deemed a Servicer Default has occurred and is continuing) (i) the right of the Buyer at any time to enforce this Agreement against the Originator and the obligations of the Originator hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors and assigns are third party beneficiaries beneficiary of this AgreementConsent, including without limitation the rights of the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accounts. (b) The Originator hereby agrees to execute all agreements, instruments and documents and to take all other actions that the Buyer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully coupled with the Buyer’s successors and assigns in the exercise power of such rightsenforcement thereof. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator Each of the Originators and the Guarantor acknowledges that, from contemporaneously herewith or at any time to time prior hereafter, the Initial Purchaser (i) is assigning or will assign to the Termination DateIssuer, pursuant to the Buyer intends to sell Receivables Purchase Agreement, one or more undivided interests in all of the Buyer’s Initial Purchaser's rights, title and interest in, to and under the Receivables and Related Assets, and (ii) is assigning to the Administrator, pursuant to the Receivables Purchase Agreement, all of the Initial Purchaser's right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant and all rights, remedies, powers, privileges and claims of the Initial Purchaser under this Agreement (including Article VI) and the other Transaction Documents), it being understood that such assignment shall not relieve any party hereto from (or require the Issuer or the Administrator to undertake) the performance of any term, covenant or agreement on the part of any party hereto to be performed or observed under or in connection with this Agreement, any other Transaction Document, and any Pool Receivable or any Related Security. Each of the Originators and the Guarantor hereby consents to such assignments, including, without limitation, the assignment by the Initial Purchaser to the terms Administrator for its benefit and the benefit of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) the Issuer of (i) the right of the Buyer Initial Purchaser, at any time time, to enforce this Agreement and any other Transaction Documents against the such Originator and the obligations of the Originator hereunder and Servicer, (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of such Originator or Guarantor thereunder to the Originator thereundersame extent as the Initial Purchaser may do, and (iv) all of which the Initial Purchaser's rights, remedies, powers, privileges privileges, and claims may be exercised and/or enforced by under or with respect to this Agreement and the Buyer’s successors ands assigns other Transaction Documents (whether arising pursuant to the same extent as the Buyer may doterms of this Agreement or any other Transaction Document or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the Buyer’s successors Issuer, the Administrator and assigns the other Affected Persons are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer Initial Purchaser arising hereunder, hereunder and may rely on under the Originator’s representations other Transaction Documents to which such Originator and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox AccountsGuarantor is a party. (b) The Originator Each of the Originators and the Guarantor hereby agrees to execute all agreements, instruments and documents documents, and to take all other actions action, that the Buyer Initial Purchaser or its assignees the Administrator reasonably determines are is necessary or appropriate reasonably desirable to evidence its consent described in SECTION 5.3(a); provided that neither the Originators nor the Guarantor shall be required pursuant to this Section 11.12(a). The Originator hereby acknowledges and agrees 5.3 to execute any agreements, instruments or documents, or take any actions, that conflict with any other provision of this Agreement or of the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns in the exercise of such rightsReceivables Purchase Agreement. (c) The Originator Each of the Originators and the Guarantor hereby acknowledges that its obligations to the Buyer’s successors Administrator for its benefit and assigns the benefit of the Issuer are entering into and shall be, to the extent permitted by applicable law or not prohibited by any order of any court or administrative or regulatory authority, absolute and unconditional under any and all circumstances and shall be unaffected by any claims, offsets or other defenses such Originator or the Guarantor may have against the Initial Purchaser (other than in respect of the Initial Purchaser Note), and each of such Originator and the Guarantor agrees that it shall not interpose any such claims, offsets or defenses as a defense to its performance of its obligations under the Transaction Documents in reliance on the Buyer’s identity as to which it is a legal entity separate from the Originatorparty.

Acknowledgment and Consent. a. Host acknowledges that Company is entering into a construction financing agreement with Construction Lender to finance the building of one or more Systems (a“Construction Financing”) The Originator and will enter into one or more sale-leaseback transactions (each a “Sale Leaseback Transaction”, collectively the “Sale Leaseback Transactions”) with KEF, whereby Company will sell its rights, interests and obligations in and to the Systems to KEF, and in connection therewith KEF will lease the Systems to Company (collectively, the "Transactions"). b. Host acknowledges that, from time as a part of the Transactions, Company shall assign the Solar Project Documents to time prior [Greenskies Entity], or a sister entity thereto, not long after the date hereof, and may subsequently further assign the Solar Project Documents to another sister entity in connection with the Termination DateTransactions (collectively the "Provider Assignees"). c. In order to secure its obligations under the Transactions, the Buyer intends Company (i) is collaterally assigning and granting to sell Construction Lender a first-priority security interest in all of the BuyerCompany’s right, title and interest in, to and under the Cartus Purchased AssetsSolar Project Documents including, this Agreement and without limitation, all of the other Transaction Documents pursuant Company’s rights to receive payments under or with respect to the Receivables Purchase AgreementSolar Project Documents, in connection with the Construction Financing, and that (ii) in connection with the interests Sale Leaseback Transactions (A) will convey the Systems to SLB Lessor, (B) will collaterally assign and grant to SLB Lessor a first-priority security interest in all of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its Company’s right, title and interest in, to and under the Cartus Purchased AssetsSolar Project Documents (to the extent the security interest of Construction Lender is released) including, this Agreement and the other Transaction Documents and without limitation, all of the BuyerCompany’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator rights to receive payments under or with respect to this Agreement the Solar Project Documents, (C) is assigning and granting a non-exclusive license to the other Transaction Documents access rights set forth in the Solar Project Documents, and (whether arising pursuant to D) acknowledging and agreeing that the Key shall not be bound by the terms of this the Solar Project Documents unless and until Key becomes a party to such Solar Project Documents. d. Key is a third-party beneficiary of Lender provisions in the Power Purchase Agreement or otherwise available at law or (“PPA”) and is entitled to all rights of a Lender, as such term is defined in equity)the PPA, including without limitation but not limited to, Section 14.3 (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuingLender Accommodations) (i) the right of the Buyer at any time to enforce this Agreement against the Originator and the obligations of the Originator hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox AccountsPPA. (b) The Originator hereby agrees to execute all agreements, instruments and documents and to take all other actions that the Buyer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns in the exercise of such rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator acknowledges that, from time to time prior to the Termination Date, the Buyer intends to sell all of the Buyer’s right, title and interest in, to and under the Cartus CMSC Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus CMSC Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer at any time to enforce this Agreement against the Originator and the obligations of the Originator hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accounts. (b) The Originator hereby agrees to execute all agreements, instruments and documents and to take all other actions that the Buyer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns in the exercise of such rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator Each U.S. Loan Party hereby acknowledges that, from time to time prior to that it has reviewed the Termination Date, the Buyer intends to sell all terms and provisions of the Buyer’s right, title and interest in, to and under the Cartus Purchased Assets, this Credit Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing this Third Amendment Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale amendment of the Credit Agreement effected pursuant to this Third Amendment Agreement. Each U.S. Loan Party hereby confirms that each U.S. Loan Document to which it is a party or otherwise bound and assignment by all U.S. Collateral encumbered thereby will continue to guarantee or secure, as the Buyer case may be, to the fullest extent possible in accordance with the U.S. Loan Documents the payment and performance of all or any portion of its right, title and interest in, to and “U.S. Secured Obligations” under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all each of the Buyer’s rights, remedies, powers and privileges and all claims of U.S. Loan Documents to which is a party (in each case as such terms are defined in the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuingapplicable U.S. Loan Document) (i) the right of the Buyer at any time to enforce this Agreement against the Originator and the obligations of the Originator hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accountsamended hereby. (b) The Originator Except as modified or waived by this Third Amendment Agreement, each U.S. Loan Party hereby agrees to execute all agreementsacknowledges, instruments and documents and to take all other actions that the Buyer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator hereby acknowledges ratifies, reaffirms, and agrees that each of the Buyer U.S. Loan Documents and each Secured Hedging Agreement, and the first priority, perfected Liens and security interests created thereby (subject to Permitted Liens) in favor of the U.S. Collateral Agents in the U.S. Collateral, are and will remain in full force and effect and binding on the U.S. Loan Parties and are enforceable in accordance with their respective terms and applicable law. Each U.S. Loan Party acknowledges, ratifies, and reaffirms all of its capacities may assign to the Buyer’s successors terms and assigns such powers provisions of attorney the U.S. Loan Documents, as amended hereby, and the Secured Hedging Agreements. Each U.S. Loan Party hereby acknowledges, ratifies and confirms the Credit Agreement, the U.S. Security Documents and the other rights U.S. Loan Documents and interests granted by the Originator to the Buyer hereunder each Secured Hedging Agreement and agrees to cooperate fully with the Buyer’s successors all of their respective debts and assigns in the exercise of such rightsobligations thereunder, except as modified or waived herein. (c) The Originator Required Lenders hereby acknowledges that consent to the Buyer’s successors execution and assigns are entering into delivery by the Transaction Documents in reliance on U.S. Revolver Collateral Agent and the Buyer’s identity as a legal entity separate from Term Collateral Agent of the Originatoramendment to the Intercreditor Agreement required to be delivered under Section 8(c) hereof.

Acknowledgment and Consent. (a) The Originator acknowledges that, from time to time prior Notwithstanding anything to the Termination Date, the Buyer intends to sell all of the Buyer’s right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or contrary in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer at any time to enforce this Agreement against the Originator and the obligations of the Originator hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunderany other agreement, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns to the same extent as the Buyer may do. Each arrangement or understanding among any of the parties thereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement or any Transaction Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that the Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accounts.is an EEA Financial Institution; and (b) The Originator hereby agrees the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to execute all agreementsit or otherwise conferred on it, and that such shares or other instruments and documents and of ownership will be accepted by it in lieu of any rights with respect to take all any such liability under this Agreement or any other actions that Transaction Document; or (iii) the Buyer or its assignees determines are necessary or appropriate to evidence its consent described variation of the terms of such liability in Section 11.12(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully connection with the Buyer’s successors and assigns in the exercise of such rights. (c) The Originator hereby acknowledges that the Buyer’s successors write-down and assigns are entering into the Transaction Documents conversion powers of any EEA Resolution Authority. [Signature pages to follow] T-MOBILE AIRTIME FUNDING LLC By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President, Treasury & Treasurer T-MOBILE US, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President, Treasury & Treasurer T-MOBILE USA, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President, Treasury & Treasurer T-MOBILE PCS HOLDINGS LLC By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President, Treasury & Treasurer By: Billing Gate One Trust, as Manager By: ▇▇▇▇▇ Fargo Delaware Trust Company, National Association, solely as Trustee and not in reliance on the Buyer’s identity its individual capacity By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: SVP Title: Assistant Vice President By: /s/ ▇▇▇▇▇▇ ▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director Title: Managing Director LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as a legal entity separate from Bank Purchaser By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: SVP Title: Assistant Vice President By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇ Title: Head of Asset Securitization Title: Assistant Vice President By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director Title: Director ▇▇▇▇ ▇▇▇▇▇▇ Vice President, Treasury & Treasurer T-Mobile Airtime Funding LLC ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ T-Mobile Airtime Funding LLC Attn: General Counsel ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Billing Gate One LLC c/o Billing Gate One Trust, as Manager c/o Wells Fargo Delaware Trust Company, N.A., as Trustee ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Corporate Trust Administration Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ With a copy to the OriginatorBank Purchasing Agent and the Bank Collections Agent. Landesbank Hessen-Thüringen Girozentrale Neue ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Contact: ▇▇▇▇▇ ▇▇▇▇▇▇▇ / ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Tel: +49 (0)69 9132 – ext: 5208 / 3489 Fax: +▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇ E-mail: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇, ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇ MUFG Bank Ltd. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ Contact: ▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇; +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇; +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ E-mail: ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇; ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇; ▇▇▇▇▇.▇▇▇▇@▇▇.▇▇▇▇.▇▇; ▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ Autobahn Funding Company LLC c/o DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, New York Branch ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Contact: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇; (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇; ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇.▇▇ DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Contact: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇; (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇; ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇.▇▇

Acknowledgment and Consent. (a) The Each of ConMed, as an Originator and as initial Servicer, and each other Originator acknowledges that, from contemporaneously herewith or at any time to time prior hereafter, the Initial Purchaser is assigning or will assign to the Termination DateAdministrator, for the Buyer intends benefit of the Purchasers, pursuant to sell the Receivables Purchase Agreement, one or more undivided interests in all of the Buyer’s Initial Purchaser's rights, title, claims and interest in, to and under the Pool Receivables and Related Rights, and all of the Initial Purchaser's right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, it being understood that such assignment shall not relieve any party hereto from (or require the Purchaser or the Administrator to undertake) the performance of any term, covenant or agreement on the part of any party hereto to be performed or observed under or in connection with this Agreement. Each of ConMed, as Originator and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer as initial Servicer, and Servicing Agreement and the Indenture. The each other Originator acknowledges and agrees to each such sale by the Buyer and hereby consents to such assignments, including, without limitation, the sale and assignment by the Buyer Initial Purchaser of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Initial Purchaser, at any time time, to enforce this Agreement against the Originator Originators and the obligations of the Originator hereunder and Originators hereunder, (ii) the right to appoint a successor to the Servicer as set forth in the Receivables Purchase Agreement, (iii) the right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns Originators thereunder to the same extent as the Buyer Initial Purchaser may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against each Originator, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the Buyer’s successors Purchasers, the Administrator and assigns the other Indemnified Parties are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer Initial Purchaser arising hereunder, hereunder and may rely on under the Originator’s representations and warranties made herein as if made directly other Transaction Documents to them. The which any Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accountsis a party. (b) The Each Originator hereby agrees to execute all agreements, instruments and documents documents, and to take all other actions action, that the Buyer Initial Purchaser or its assignees the Administrator determines are is necessary or appropriate reasonably desirable to evidence its consent described in Section 11.12(a9.3(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns in the exercise of such rights. (c) The Each Originator hereby acknowledges that its obligations to the Buyer’s successors Purchasers and assigns the Administrator as assignees of the Initial Purchaser are entering into and shall be, to the extent permitted by Applicable Law or not prohibited by any order of any court or administrative or regulatory authority, absolute and unconditional under any and all circumstances and shall be unaffected by any claims, offsets or other defenses such Originator may have against the Initial Purchaser, and each Originator agrees that it shall not assert or interpose any such claims, offsets or defenses as a defense to its performance of its obligations under the Transaction Documents in reliance on the Buyer’s identity as to which it is a legal entity separate from the Originatorparty.

Acknowledgment and Consent. (a) The Originator Seller acknowledges that, contemporaneously herewith, WPS ▇▇▇▇▇ is selling, transferring, assigning, setting over and otherwise conveying to the Administrator on behalf of the Secured Parties an Asset Interest in the outstanding pool of Receivables and Related Assets sold by Seller to WPS ▇▇▇▇▇ from time to time prior pursuant to this Purchase Agreement and that the Administrator may further assign such Asset Interest to the Termination DateInsurer pursuant to the Insurance Policy. Seller hereby consents to the sale, transfer, assignment, set over and conveyance to the Buyer intends to sell all Administrator on behalf of the Buyer’s rightSecured Parties by WPS ▇▇▇▇▇, title and interest inby the Administrator to the Insurer, to and under of the Cartus Purchased AssetsAsset Interest, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s WPS ▇▇▇▇▇'▇ rights, remedies, powers and privileges privileges, and all claims of the Buyer WPS ▇▇▇▇▇ against the Originator Seller, under or with respect to this Purchase Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Purchase Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer WPS ▇▇▇▇▇, at any time time, to enforce this Purchase Agreement against the Originator Seller and the obligations of the Originator hereunder Seller hereunder, and (ii) the right right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Purchase Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns Seller thereunder to the same extent as the Buyer WPS ▇▇▇▇▇ may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors Administrator (on behalf of the Secured Parties), the Insurer and assigns Blue Ridge are third party beneficiaries of this Agreement, including without limitation the rights of WPS ▇▇▇▇▇ arising hereunder and under the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly other Transaction Documents to themwhich Seller is a party. The Originator Seller hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, that it has no claim to or interest in any of the Lockbox AccountsLock-Box Accounts or the Concentration Account. (b) The Originator Seller hereby agrees to execute all agreements, instruments and documents documents, and to take all other actions action, that WPS ▇▇▇▇▇, the Buyer Insurer or its assignees the Administrator reasonably determines are is necessary or appropriate to evidence its consent described in Section 11.12(a)paragraph (a) above. The Originator To the extent that WPS ▇▇▇▇▇, individually or through the Servicer, has granted or grants powers of attorney to the Administrator under the Amended and Restated AITA, Seller hereby grants a corresponding power of attorney on the same terms to WPS ▇▇▇▇▇. Seller hereby acknowledges and agrees that the Buyer WPS ▇▇▇▇▇, in all of its capacities may capacities, shall assign to the Buyer’s successors and assigns Administrator for the benefit of the Secured Parties such powers of attorney and other rights and interests granted by Seller to WPS ▇▇▇▇▇ hereunder and that the Originator Administrator may further assign such rights and interests to the Buyer hereunder Insurer and agrees to cooperate fully with the Buyer’s successors Administrator and assigns the Insurer in the exercise of such rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator Seller acknowledges that, from time to time prior to the Termination Date, the Buyer Issuer intends to sell all of the BuyerIssuer’s right, title and interest in, to and under the Cartus KF Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, Servicing Agreement and that the interests of the Buyer Issuer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator Seller acknowledges and agrees to each such sale by the Buyer Issuer and consents to the sale and assignment by the Buyer Issuer of all or any portion of its right, title and interest in, to and under the Cartus KF Purchased Assets, this Agreement and the other Transaction Documents and all of the BuyerIssuer’s rights, remedies, powers and privileges and all claims of the Buyer Issuer against the Originator Seller under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Issuer at any time to enforce this Agreement against the Originator Seller and the obligations of the Originator Seller hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator Seller thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the BuyerIssuer’s successors ands assigns to the same extent as the Buyer Issuer may do. Each of the parties hereto acknowledges and agrees that the BuyerIssuer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer Issuer arising hereunder, and may rely on the OriginatorSeller’s representations and warranties made herein as if made directly to them. The Originator Seller hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accounts. (b) The Originator Seller hereby agrees to execute all agreements, instruments and documents and to take all other actions that the Buyer Issuer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator Seller hereby acknowledges and agrees that the Buyer Issuer in all of its capacities may assign to the BuyerIssuer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator Seller to the Buyer Issuer hereunder and agrees to cooperate fully with the BuyerIssuer’s successors and assigns in the exercise of such rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator Seller acknowledges that, from time to time prior contemporaneously herewith, Purchaser is Conveying to the Termination Date, the Buyer intends to sell Trust all of the BuyerPurchaser’s right, title and interest in, to and under the Cartus Purchased AssetsReceivables and the related property conveyed pursuant hereto, this Agreement and all pursuant to Section 2.1 of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer Pooling and Servicing Agreement and the IndentureAgreement. The Originator acknowledges and agrees to each such sale by the Buyer and Seller hereby consents to the sale and assignment Conveyance to the Trust by the Buyer Purchaser of all or any portion of its right, title and interest of Purchaser in, to and under this Agreement, the Cartus Purchased Assets, this Agreement Receivables and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity)related assets, including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Purchaser, at any time time, to enforce this Agreement against the Originator Seller and the obligations of the Originator hereunder and Seller hereunder, (ii) the right to appoint a successor to the Servicer at the times and upon the conditions set forth in the Pooling and Servicing Agreement, and (iii) the right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns Seller thereunder to the same extent as the Buyer Purchaser may do. Each of the parties hereto Seller and the Purchaser acknowledges and agrees that (i) under the Buyer’s successors terms of the Pooling and assigns Servicing Agreement, the Purchaser Representatives and Holders of Investor Certificates may direct the manner in which the Trustee exercises its rights with respect to this Agreement or may exercise such rights themselves, and (ii) the Trustee, the Certificateholders, the Receivables Purchasers, the Purchaser Representatives and, to the extent provided in the related Supplement or Receivables Purchase Agreement, to any Enhancement Provider named therein, are express third party beneficiaries of this Agreement, including without limitation the rights of the Buyer Purchaser arising hereunder, hereunder and may rely on under the Originator’s representations and warranties made herein as if made directly other Transaction Documents to themwhich the Seller is a party. The Originator Seller hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, that it has no claim to or interest in any either of the Lockbox Accounts. (b) The Originator hereby agrees to execute all agreementsCollection Account or any Series Account, instruments and documents and to take all other actions that the Buyer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign except to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the extent it is entitled to receive Deferred Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns Payments as provided in the exercise of such rightsPooling and Servicing Agreement. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator acknowledges Sellers acknowledge that, from time to time prior contemporaneously herewith, Buyer is selling, transferring, assigning, setting, granting, over and otherwise conveying to the Termination Date, the Buyer intends to sell Agent all of the Buyer’s 's right, title and interest in, to and under the Cartus Purchased Specified Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Sale Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant . The Sellers hereby consent to the Transfer sale, transfer, assignment, set over and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents conveyance to the sale and assignment Agent by the Buyer of all or any portion of its right, title and interest of Buyer in, to and under the Cartus Purchased Specified Assets, this Agreement and the other Transaction Documents Documents, and all of the Buyer’s 's rights, remedies, powers and privileges privileges, and all claims of the Buyer against the Originator Sellers, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Buyer, at any time time, to enforce this Agreement against the Originator Sellers and the obligations of the Originator hereunder and Sellers hereunder, (ii) the right to appoint a successor to the Initial Collection Agent at the times and upon the conditions set forth in the Receivables Sale Agreement, and (iii) the right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns Sellers thereunder to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors Agent and assigns the Purchasers are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, hereunder and may rely on under the Originator’s representations and warranties made herein as if made directly other Transaction Documents to themwhich any Seller is a party. The Originator Each Seller hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, that it has no claim to or interest in any of the Lockbox Bank Accounts or the Transaction Accounts. (b) The Originator Sellers hereby agrees agree to execute all agreements, instruments and documents documents, and to take all other actions action, that the Buyer or its assignees the Agent reasonably determines are is necessary or appropriate to evidence its consent the consents, agreements and acknowledgments described in Section 11.12(a)subsection (a) above. To the extent that Buyer, individually or through the Initial Collection Agent, has granted or grants powers of attorney to the Agent under the Receivables Sale Agreement, the Sellers hereby grant a corresponding power of attorney on the same terms to Buyer. The Originator Sellers hereby acknowledges acknowledge and agrees agree that the Buyer Buyer, in all of its capacities may capacities, shall assign to the Buyer’s successors and assigns such Agent for the benefit of the Purchasers the powers of attorney and other rights and interests granted by the Originator Sellers to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns Agent in the exercise of such the rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. The undersigned hereby acknowledge and consent to the foregoing Assignment Agreement dated the 22nd day of December, 2003, (the "Assignment Agreement") by and between Quest Resource Corporation, a Nevada corporation ("Assignor") and Quest Cherokee, LLC, a Delaware limited liability company ("Assignee"), and release Assignor from, and agree that each will look solely to Assignee for, the performance, discharge and satisfaction of all obligations, terms, conditions, covenants and liabilities arising after the date hereof which Assignor had originally agreed to perform, discharge or otherwise satisfy under the Purchase and Sale Agreement dated as of the 10th of December, 2003 (the "Agreement"). The undersigned agree that, with respect to all gathering lines, flow lines, injection lines and pipelines described in paragraph (d) of Section 1 of the Agreement which the undersigned are obligated to sell, transfer, assign, convey and deliver to the Assignor pursuant to the Agreement (the "Pipeline Assets"), and which, upon the effectiveness of the Assignment Agreement, the undersigned are obligated to sell, transfer, assign, convey and deliver to the Assignee, the undersigned shall, at the request of the Assignee, on behalf of the Assignee, and with the Assignee's consent, as indicated by the Assignee's signature below, sell, transfer, assign, convey and deliver the Pipeline Assets to the Assignee's wholly owned subsidiary, Bluestem Pipeline, LLC, a Delaware limited liability company ("Bluestem"), and that all documents and instruments of conveyance of the Pipeline Assets shall reflect such conveyance to Bluestem. The undersigned consents to the assignment by Assignee of all of Assignee's rights and interests under the Agreement to (1) the administrative agent under that certain Credit Agreement among Assignee, as borrower, the financial institutions listed on Schedule 1.1-A thereto, as banks, and Bank One, NA, as administrative agent, and Bank One Capital Markets, Inc., as lead arranger and sole bookrunner, dated as of December 22, 2003 and (2) the agent under that certain Senior Term Second Lien Credit Agreement among Assignee, as borrower, Bluestem Pipeline, LLC, as guarantor, the lenders party thereto, Bank One, NA, as agent, and Bank One Capital Markets, Inc., as lead arranger and sole bookrunner, dated as of December 22, 2003. The undersigned warrants and represents to Assignor and Assignee and agrees that as of the date of the execution of this Acknowledgment and Consent, as indicated below: (a) The Originator acknowledges that, from time to time prior to the Termination Date, the Buyer intends to sell all of the Buyer’s right, title Agreement has not been amended or modified and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer at any time to enforce this Agreement against the Originator and the obligations of the Originator hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accounts. (b) The Originator hereby agrees to execute all agreementsthe Agreement is in full force and effect and constitutes the legal, instruments valid and documents binding obligation of and to take all other actions that is enforceable against the Buyer or undersigned in accordance with its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns in the exercise of such rightsterms. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator acknowledges that, from time to time prior Notwithstanding anything to the Termination Date, the Buyer intends to sell all of the Buyer’s right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or contrary in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer at any time to enforce this Agreement against the Originator and the obligations of the Originator hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunderany other agreement, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns to the same extent as the Buyer may do. Each arrangement or understanding among any of the parties thereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under this Agreement or any Transaction Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that the Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accounts.is an EEA Financial Institution; and (b) The Originator hereby agrees the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to execute all agreementsit or otherwise conferred on it, and that such shares or other instruments and documents and of ownership will be accepted by it in lieu of any rights with respect to take all any such liability under this Agreement or any other actions that Transaction Document; or (iii) the Buyer or its assignees determines are necessary or appropriate to evidence its consent described variation of the terms of such liability in Section 11.12(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully connection with the Buyer’s successors and assigns in the exercise of such rightsthe write-down and conversion powers of any EEA Resolution Authority. [Signature pages to follow] By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: Dirk WehrseTitle: Senior Vice President, Treasury & Treasurer By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: Dirk WehrseTitle: Senior Vice President, Treasury & Treasurer By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: Dirk WehrseTitle: Senior Vice President, Treasury & Treasurer By: Billing Gate One Trust, as ManagerBy: ▇▇▇▇▇ Fargo Delaware Trust Company, National Association, solely as Trustee and not in its individual capacity By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ BattagliaTitle: Vice President By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: Bjoern MolnerTitle: SVP Name: Bjorn ReineckeTitle: Assistant Vice President By: /s/ ▇▇▇▇▇▇ ▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: Masaru AbeTitle: Managing Director Name: Taketoshi ObataTitle: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: Masaru AbeTitle: Managing Director Name: Taketoshi ObataTitle: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: Bjoern MolnerTitle: SVP Name: Bjorn ReineckeTitle: Assistant Vice President By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: Alexander PlochTitle: Senior Vice President Name: Christian HaessleinTitle: Director By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: Sebastian EberieTitle: Director Name: Markus MostertTitle: Director ▇▇▇▇ ▇▇▇▇▇▇ Vice President, Treasury & Treasurer T-Mobile Airtime Funding LLC ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ T-Mobile Airtime Funding LLC Attn: General Counsel ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Billing Gate One LLC c/o Billing Gate One Trust, as Manager c/o Wells Fargo Delaware Trust Company, N.A., as Trustee ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: Corporate Trust Administration Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ With a copy to the Bank Purchasing Agent and the Bank Collections Agent. Landesbank Hessen-Thüringen Girozentrale Neue ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Contact: ▇▇▇▇▇ ▇▇▇▇▇▇▇ / ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Tel: +49 (0)69 9132 – ext: 5208 / 3489 Fax: +▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇ E-mail: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇, ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇ The Bank of Tokyo-Mitsubishi UFJ, Ltd. Ropemaker Place ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ Contact: ▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇ Tel: +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇; +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇; +▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇ E-mail: ▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇; ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇.▇▇▇▇.▇▇; ▇▇▇▇▇.▇▇▇▇@▇▇.▇▇▇▇.▇▇; ▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇.▇▇▇▇.▇▇ Autobahn Funding Company LLC c/o DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, New York Branch ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Contact: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Tel: (▇▇▇) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as ▇▇▇-▇▇▇▇; (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇; ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇.▇▇ With a legal entity separate from the Originatorcopy to: DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt Am Main, New York Branch ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Contact: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Tel: (▇▇▇) ▇▇▇-▇▇▇▇; (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ E-mail: ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇; ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇.▇▇ February 5, 2018 To: KfW IPEX-Bank Gesellschaft mit beschränkter Haftung ("KfW") ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇

Acknowledgment and Consent. (a) The Originator Seller acknowledges that, from time contemporaneously herewith, Buyer is selling, transferring, assigning, setting over and otherwise conveying to time prior to the Termination Date, the Buyer intends to sell Second Step Purchaser all of the Buyer’s 's right, title and interest in, to and under the Cartus Purchased AssetsTransferred Receivables, this Agreement and all of the other Transaction Sale Documents pursuant to Section 2.01 of the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and Seller hereby consents to the sale sale, transfer, assignment, set over and assignment conveyance to Second Step Purchaser by the Buyer of all or any portion of its right, title and interest of Buyer in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents Sale Documents, and all of the Buyer’s 's rights, remedies, powers and privileges privileges, and all claims of the Buyer against the Originator Seller, under or with respect to this Agreement and the other Transaction Sale Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Buyer, at any time time, to enforce this Agreement against the Originator Seller and the obligations of the Originator hereunder and Seller hereunder, (ii) the right to appoint a successor to Seller, as Servicer, at the times and upon the conditions set forth in the Purchaser Agreement, and (iii) the right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Sale Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns Seller thereunder to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors and assigns are Second Step Purchaser is an intended, express third party beneficiaries beneficiary of this Agreement, including without limitation the rights of the Buyer arising hereunder, hereunder and may rely on under the Originator’s representations and warranties made herein as if made directly other Sale Documents to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accountswhich Seller is a party. (b) The Originator Seller hereby agrees to execute all agreements, instruments and documents documents, and to take all other actions action, that the Buyer or its assignees Second Step Purchaser reasonably determines are is necessary or appropriate to evidence its consent described in Section 11.12(asubsection (a). The Originator To the extent that Buyer, individually or through Servicer, has granted or grants powers of attorney to Second Step Purchaser under the Purchase Agreement, Seller hereby grants a corresponding power of attorney on the same terms to Buyer. Seller hereby acknowledges and agrees that the Buyer Buyer, in all of its capacities may capacities, shall assign to Second Step Purchaser the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator Seller to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns Second Step Purchaser in the exercise of such the rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator ICF acknowledges that, from time to time prior to the Termination Date, the Buyer intends to sell that ICI has pledged all of the Buyer’s right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased AssetsICF Notes to the ICI Indenture Trustee pursuant to the ICI Indenture and that each Lessor will pledge (subject to any “Excepted Rights” and “Excepted Property”) all of its right, title and interest in, to and under each Lease to a Lessor Indenture Trustee under the related Lessor Indenture. ICF acknowledges and consents to such pledges by ICI and the Lessors, notwithstanding any restrictions on transfer otherwise set forth herein, and consents to the assignment by ICI and such Lessors of all or any portion of their right, title and interest in, to and under the ICF Notes, the Leases, this Agreement Indenture and the other Transaction ICF Relevant Documents and all of the BuyerICI’s or such Lessors’ rights, remedies, powers power and privileges and all claims of the Buyer against the Originator ICF under or with respect to this Agreement Indenture and the other Transaction ICF Relevant Documents (whether arising pursuant to the terms of this Agreement Indenture or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) limitation: (i) the right of the Buyer ICI as an ICF Noteholder at any time to enforce this Agreement Indenture and the other ICF Relevant Documents against the Originator ICF and the obligations of ICF hereunder, (ii) the Originator hereunder right of any Lessor to enforce this Indenture and the other ICF Relevant Documents against ICF and the obligations of ICF hereunder, and (iiiii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers to be given under or with respect to this AgreementIndenture, any other Transaction Document ICF Relevant Documents or the obligations in respect of the Originator ICF thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s ICI Indenture Trustee or Lessor Indenture Trustee and their successors ands and assigns to the same extent as the Buyer ICI or such Lessors may do. Each ICF further acknowledges that ICI has agreed in the ICI Indenture and the other ICI Relevant Documents not to amend, modify or otherwise waive certain of ICI’s rights, and remedies against ICF hereunder and under the other ICF Relevant Documents and that ICI has agreed that the ICI Noteholders and other beneficial secured parties under the ICI Indenture are beneficiaries of the grants in the ICF Collateral and other undertakings of ICF hereunder and under the other ICF Relevant Documents. ICF covenants that it shall not agree to any consent or waiver to this Indenture or the other ICF Relevant Documents without the consent of all parties hereto entitled to consent under the ICI Relevant Documents and hereby consents to the grant and recognition of all beneficial secured parties under the ICI Indenture as third-party beneficiaries hereunder. ICF further acknowledges that each Lessor has agreed in the related Lessor Indenture and agrees the other related Lessor Relevant Documents not to amend, modify or otherwise waive certain of the related Lessor’s rights, and remedies against ICF hereunder and under the other ICF Relevant Documents and that each Lessor has agreed that the Buyer’s successors holders of the Lessor Notes and assigns other beneficial secured parties under the related Lessor Indenture are third beneficiaries of the grants in the ICF Collateral and other undertakings of ICF hereunder and under the other ICF Relevant Documents. ICF covenants that it shall not agree to any consent or waiver to this Indenture or the other ICF Relevant Documents without the consent of all parties entitled to consent under the related Lessor Relevant Documents and hereby consents to the grant and recognition of all beneficial secured parties under the related Lessor Indenture as third-party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accounts. (b) The Originator hereby agrees to execute all agreements, instruments and documents and to take all other actions that the Buyer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns in the exercise of such rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator Each of the Originators and the Guarantor acknowledges that, from contemporaneously herewith or at any time to time prior hereafter, the Initial Purchaser (i) is assigning or will assign to the Termination DateIssuer, pursuant to the Buyer intends to sell Receivables Purchase Agreement, one or more undivided interests in all of the Buyer’s Initial Purchaser's rights, title and interest in, to and under the Receivables and Related Assets, and (ii) is assigning to the Administrator, pursuant to the Receivables Purchase Agreement, all of the Initial Purchaser's right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant and all rights, remedies, powers, privileges and claims of the Initial Purchaser under this Agreement (including Article VI) and the other Transaction Documents), it being understood that such assignment shall not relieve any party hereto from (or require the Issuer or the Administrator to undertake) the performance of any term, covenant or agreement on the part of any party hereto to be performed or observed under or in connection with this Agreement, any other Transaction Document, and any Pool Receivable or any Related Security. Each of the Originators and the Guarantor hereby consents to such assignments, including, without limitation, the assignment by the Initial Purchaser to the terms Administrator for its benefit and the benefit of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) the Issuer of (i) the right of the Buyer Initial Purchaser, at any time time, to enforce this Agreement and any other Transaction Documents against the such Originator and the obligations of the Originator hereunder and Servicer, (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of such Originator or Guarantor thereunder to the Originator thereundersame extent as the Initial Purchaser may do, and (iv) all of which the Initial Purchaser's rights, remedies, powers, privileges privileges, and claims may be exercised and/or enforced by under or with respect to this Agreement and the Buyer’s successors ands assigns other Transaction Documents (whether arising pursuant to the same extent as the Buyer may doterms of this Agreement or any other Transaction Document or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the Buyer’s successors Issuer, the Administrator and assigns the other Affected Persons are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer Initial Purchaser arising hereunder, hereunder and may rely on under the Originator’s representations other Transaction Documents to which such Originator and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox AccountsGuarantor is a party. (b) The Originator Each of the Originators and the Guarantor hereby agrees to execute all agreements, instruments and documents documents, and to take all other actions action, that the Buyer Initial Purchaser or its assignees the Administrator reasonably determines are is necessary or appropriate reasonably desirable to evidence its consent described in Section 11.12(a5.3(a). The Originator hereby acknowledges and agrees ; provided that neither the Buyer in all Originators nor the Guarantor shall be required pursuant to this Section 5.3 to execute any agreements, instruments or documents, or take any actions, that conflict with any other provision of its capacities may assign to this Agreement or of the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns in the exercise of such rightsReceivables Purchase Agreement. (c) The Originator Each of the Originators and the Guarantor hereby acknowledges that its obligations to the Buyer’s successors Administrator for its benefit and assigns the benefit of the Issuer are entering into and shall be, to the extent permitted by applicable law or not prohibited by any order of any court or administrative or regulatory authority, absolute and unconditional under any and all circumstances and shall be unaffected by any claims, offsets or other defenses such Originator or the Guarantor may have against the Initial Purchaser (other than in respect of the Initial Purchaser Note), and each of such Originator and the Guarantor agrees that it shall not interpose any such claims, offsets or defenses as a defense to its performance of its obligations under the Transaction Documents in reliance on the Buyer’s identity as to which it is a legal entity separate from the Originatorparty.

Acknowledgment and Consent. (a) The Originator acknowledges that, from time to time prior to the Termination Date, the Buyer intends to sell all of the Buyer’s right, title and interest in, to and under the Cartus CMSC Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus CMSC Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer at any time to enforce this Agreement against the Originator and the obligations of the Originator hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands and assigns to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accounts. (b) The Originator hereby agrees to execute all agreements, instruments and documents and to take all other actions that the Buyer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns in the exercise of such rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Each Originator and the Guarantor acknowledges that, from contemporaneously herewith or at any time to time prior hereafter, the Purchaser (i) is assigning or will assign to the Termination DateIssuer, pursuant to the Buyer intends to sell RPA, one or more undivided interests in all of the Buyer’s Purchaser's rights, title and interest in, to and under the Receivables Pool and Related Assets, and (ii) is assigning to the Issuer pursuant to the RPA all of the Purchaser's right, title and interest in, to and under the Cartus Purchased Assetsthis Agreement, this Agreement and all it being understood that such assignment shall not relieve any party hereto from (or require any of the other Transaction Documents pursuant Securitization Parties to undertake) the Receivables Purchase performance of any term, covenant or agreement on the part of any party hereto to be performed or observed under or in connection with this Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement . Each Originator and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and Guarantor hereby consents to such assignments, including, without limitation, the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant Purchaser to the terms Issuer of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Purchaser, at any time time, to enforce this Agreement against the such Originator or Guarantor and the obligations of the such Originator hereunder and or Guarantor hereunder, (ii) the right right, at any time time, in accordance with the terms hereof, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the such Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns or Guarantor thereunder to the same extent as the Buyer Purchaser may do, and (iii) all of the Purchaser's rights, remedies, powers and privileges, and all claims of the Purchaser against such Originator or Guarantor, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the Buyer’s successors Securitization Parties and assigns the other Affected Persons are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer Purchaser arising hereunder, hereunder and may rely on under the Originator’s representations and warranties made herein as if made directly other Transaction Documents to them. The which any Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox AccountsGuarantor is a party. (b) The Each Originator and the Guarantor hereby agrees to execute all agreements, instruments and documents documents, and to take all other actions action, that the Buyer Purchaser or its assignees the Administrator determines are is necessary or appropriate reasonably desirable to evidence its consent described in Section 11.12(a5.3(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns in the exercise of such rights.-------------- (c) The Each Originator and the Guarantor hereby acknowledges that its obligations to the Buyer’s successors Securitization Parties, as assignees of the Purchaser, are and assigns are entering into shall be, to the extent permitted by applicable law or not prohibited by any order of any court or administrative or regulatory authority, absolute and unconditional under any and all circumstances and shall be unaffected by any claims, offsets or other defenses such Originator or Guarantor may have against the Purchaser, and each Originator and the Guarantor agrees that it shall not interpose any such claims, offsets or defenses as a defense to its performance of its obligations under this Agreement or any other Transaction Documents in reliance on the Buyer’s identity as to which it is a legal entity separate from the Originatorparty.

Acknowledgment and Consent. Pursuant to Article XVII of the Amended -------------------------- and Restated Lease dated as of August 21, 1995 by and between Port Authority and Hilton Hotels Corporation, a Delaware corporation, as thereafter amended (a) The Originator the "LEASE"), the Port Authority hereby acknowledges that, from time to time prior and consents to the Termination Dateforegoing Assignment and Assumption Agreement dated 5 2000 (the "ASSIGNMENT AND ASSUMPTION AGREEMENT") by and among (i) Hilton Hotels Corporation and Flamingo Hilton Riverboat Casino, L.P., a Missouri limited partnership, (collectively, "ASSIGNOR"), (ii) Assignee, and (iii) Operating Assignee; provided, however, the Buyer intends Port Authority does not and shall not release Assignor from, and Assignor shall continue to sell be liable for, the performance, discharge and satisfaction of all obligations, terms, conditions, covenants and liabilities of Assignor under the Buyer’s Lease. The Port Authority specifically acknowledges and consents to the assignment, transfer, sale, delivery and conveyance by Assignee to Operating Assignee of all right, title and interest inin the Lease that has been assigned to Assignee pursuant to Section 1 of the Assignment and Assumption Agreement; provided, to however, the Port Authority does not and shall not release Assignee from the performance, discharge and satisfaction of all obligations, terms, conditions, covenants and liabilities of Assignee under the Cartus Purchased Assets, this Agreement Assignment and all of the other Transaction Documents pursuant to the Receivables Purchase Assumption Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer at any time to enforce this Agreement against the Originator and the obligations of the Originator hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns to the same extent as the Buyer may do. Each of the parties hereto Port Authority hereby specifically acknowledges and agrees that the Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly pursuant to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accounts. 18.04 (bB) The Originator hereby agrees to execute all agreements, instruments and documents and to take all other actions that the Buyer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns in the exercise of such rights. (viii) (c) The Originator hereby acknowledges of the Lease, Assignee and Operating Assignee have provided the Port Authority with satisfactory assurances that Assignee and Operating Assignee have the Buyer’s successors experience in operating gaming enterprises similar to that conducted by Assignor under the Lease, sufficient to enable Assignee and assigns are entering into Operating Assignee to so comply with all of the Transaction Documents terms, covenants and conditions of the Lease and successfully operate the "Demised Premises" (as such term is defined in reliance on the Buyer’s identity as a legal entity separate from the OriginatorLease) for such use.

Acknowledgment and Consent. (aNotwithstanding the provisions of Sections 1.3(b)(ii) The Originator acknowledges that, from time to time prior to the Termination Date, the Buyer intends to sell all and 6.8 of the Buyer’s right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Credit Agreement, Agent and that the interests of the Buyer hereunder will be further assigned pursuant Lenders hereby consent to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right Penn Traffic’s execution and delivery of the Buyer at Amended Supply Agreement, a copy of which is attached hereto as Exhibit A (it being understood that any time amendments or modifications to enforce the Amended Supply Agreement attached hereto as Exhibit A following the effectiveness of this Agreement against the Originator and the obligations Amendment that adversely affects any of the Originator hereunder rights and remedies of the Agent or any Lender must be acceptable to the Agent in its sole discretion), (ii) the right at transactions contemplated thereby and (iii) Borrowers’ and the other Credit Parties’ performance of their respective obligations thereunder. Furthermore, any time temporary dip in Excess Revolver Availability below any required minimums in the Credit Agreement shall not constitute an Event of Default so long as it has been cured on or prior to give or withhold the date hereof. In addition, Agent and Lenders hereby acknowledge and agree that: (a) the sale of the Existing Inventory (as such term is defined in the Non-Produce Inventory Agreement) to C&S as contemplated by the Amended Supply Agreement shall be free and clear of all existing and future liens, claims and encumbrances of Agent and the Lenders, and Agent and Lenders hereby release any and all consentsliens, requestsclaims or encumbrances any of them has or may have on the Existing Inventory (as defined in the Non-Produce Inventory Agreement) (including any Proceeds thereof until the Transfer of Ownership (as defined below)); and (b) the Merchandise (as defined in the Amended Supply Agreement) shall not constitute Collateral (and no lien, noticesclaim or encumbrance of Agent or any Lender shall attach and neither the Agent nor any Lender shall have any remedial rights with respect thereto) until the time that such Merchandise is loaded and sealed at a Facility (as defined in the Amended Supply Agreement) and such Merchandise has left such Facility and is in transit to a Penn Traffic Store (as defined in the Amended Supply Agreement; such time, directionsthe “Transfer of Ownership”). Agent, approvalsLenders, demandsBorrowers and the other Credit Parties agree that until the Transfer of Ownership, extensions C&S shall retain ownership (as seller, consignor and/or ▇▇▇▇▇▇, as the case may be) of and hold a lien and security interest in and to such Merchandise (including the Proceeds thereof) until the Transfer of Ownership to secure all sums owing to C&S pursuant to the Amended Supply Agreement or waivers under any other agreements between C&S and the Borrowers (and, until the Transfer of Ownership, neither the Agent, the Lenders, the Borrowers nor any Credit Party shall have any lien, claim or encumbrances thereon, including any Proceeds thereof), and C&S may, in its sole and absolute discretion, exercise any of its rights and remedies with respect to this Agreementall or any part of such Merchandise until the Transfer of Ownership, and none of Agent, Lenders, Borrowers or any other Credit Party shall have any lien, claim or encumbrance including, without limitation, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or security interest in any such Merchandise until the Transfer of the Lockbox Accounts. (b) The Originator hereby agrees to execute all agreements, instruments and documents and to take all other actions that the Buyer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a)Ownership. The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign Notwithstanding anything to the Buyer’s successors contrary contained herein, upon the Transfer of Ownership, any lien or security interest granted to C&S under the Supply Agreement and assigns held by C&S upon such powers Merchandise shall automatically and without further action required by any Person be released, provided that any such release shall not prejudice any statutory rights or liens otherwise available to C&S under PACA, the Code or other applicable law as a seller of attorney and other rights and interests granted by the Originator goods. With respect to the Buyer hereunder and agrees to cooperate fully provisions of this Section 2 only, C&S shall be deemed a third party beneficiary of this Amendment, coupled with the Buyer’s successors and assigns in the exercise power of such rightsenforcement thereof. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator COMPUCOM, as Seller and as initial Servicer, acknowledges that, from contemporaneously herewith or at any time to time prior to the Termination Datehereafter, the Buyer intends is assigning or will assign to sell the Trustee, for the benefit of the Certificateholders, pursuant to the Pooling and Servicing Agreement, all of the Buyer’s 's rights, title and interest in, to and under the Receivables and Related Rights, and all of the Buyer's right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, it being -- ----- understood that such assignment shall not relieve any party hereto from (or ---------- require the Trustee or any Certificateholder to undertake) the performance of any term, covenant or agreement on the part of any party hereto to be performed or observed under or in connection with this Agreement. COMPUCOM, as Seller and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and as initial Servicer, hereby consents to such assignments, including, without limitation, the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Buyer, at any time time, to enforce this Agreement against the Originator COMPUCOM and the obligations of the Originator hereunder and COMPUCOM hereunder, (ii) the right to appoint a successor to the Servicer as set forth in the Pooling and Servicing Agreement, (iii) the right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns COMPUCOM thereunder to the same extent as the Buyer may do, and (iv) all of the Buyer's rights, remedies, powers and privileges, and all claims of the Buyer against COMPUCOM, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the Buyer’s successors Trustee and assigns the Investor Certificateholders are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, hereunder and may rely on under the Originator’s representations and warranties made herein as if made directly other Transaction Documents to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accountswhich COMPUCOM is a party. (b) The Originator COMPUCOM hereby agrees to execute all agreements, instruments and documents documents, and to take all other actions action, that the Buyer or its assignees the Trustee determines are is necessary or appropriate reasonably desirable to evidence its consent described in Section 11.12(a9.3(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns in the exercise of such rights.-------------- (c) The Originator COMPUCOM hereby acknowledges that its obligations to the Trustee and the Investor Certificateholders as assignees of the Buyer are and shall be, to the extent permitted by applicable law or not prohibited by any order of any court or administrative or regulatory authority, absolute and unconditional under any and all circumstances and shall be unaffected by any claims, offsets or other defenses COMPUCOM may have against the Buyer’s successors , and assigns are entering into COMPUCOM agrees that it shall not assert or interpose any such claims, offsets or defenses as a defense to its performance of its obligations under the Transaction Documents in reliance on the Buyer’s identity as to which it is a legal entity separate from the Originatorparty.

Acknowledgment and Consent. (a) The Each Originator, O&M Medical, as an Originator acknowledges and as initial Servicer and the Parent, acknowledge that, from contemporaneously herewith or at any time to time prior hereafter, the Initial Purchaser (i) is assigning or will assign to the Termination DateIssuer, pursuant to the Buyer intends to sell Receivables Purchase Agreement, one or more undivided interests in all of the Buyer’s Initial Purchaser's rights, title and interest in, to and under the Pool Receivables and Related Assets, and (ii) is assigning pursuant to the Receivables Purchase Agreement all of the Initial Purchaser's right, title and interest in, to and under this Agreement, except for the Initial Purchaser's right, title and interest in, to and under the Cartus Purchased AssetsOriginator Note, it being understood that such assignment shall not relieve any party hereto from (or require the Issuer to undertake) the performance of any term, covenant or agreement on the part of any party hereto to be performed or observed under or in connection with this Agreement Agreement. Each Originator, O&M Medical, as an Originator and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement as initial Servicer and the Indenture. The Originator acknowledges and agrees Parent, hereby consent to each such sale by assignments, including, without limitation, the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant Initial Purchaser to the terms Issuer of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Initial Purchaser, at any time time, to enforce this Agreement against the any Originator and the obligations of the any Originator hereunder and hereunder, (ii) the right to appoint a successor to the Servicer as set forth therein, (iii) the right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the any Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns thereunder to the same extent as the Buyer Initial Purchaser may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against any Originator, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the Buyer’s successors Issuer, the Administrator and assigns the other Affected Persons are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer Initial Purchaser arising hereunder, hereunder and may rely on under the Originator’s representations and warranties made herein as if made directly other Transaction Documents to them. The which any Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accountsis a party. (b) The Originator Each of the Originators and the Parent hereby agrees to execute all agreements, instruments and documents documents, and to take all other actions action, that the Buyer Initial Purchaser or its assignees the Administrator determines are is necessary or appropriate reasonably desirable to evidence its consent described in Section 11.12(a5.3(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns in the exercise of such rights. (c) The Originator Each of the Originators and the Parent hereby acknowledges that its obligations to the Buyer’s successors Issuer, as assignee of the Initial Purchaser, are and assigns are entering into shall be, to the extent permitted by applicable law or not prohibited by any order of any court or administrative or regulatory authority, absolute and uncondi- tional under any and all circumstances and shall be unaffected by any claims, offsets or other defenses any such Originator may have against the Initial Purchaser (other than in respect of the Initial Purchaser Note), and each Originator agrees that it shall not interpose any such claims, offsets or defenses as a defense to its performance of its obligations under the Transaction Documents in reliance on the Buyer’s identity as to which it is a legal entity separate from the Originatorparty.

Acknowledgment and Consent. (a) The Originator Seller acknowledges that, from time to time prior to the Termination Date, the Buyer Issuer intends to sell all of the BuyerIssuer’s right, title and interest in, to and under the Cartus KF Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, Servicing Agreement and that the interests of the Buyer Issuer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator Seller acknowledges and agrees to each such sale by the Buyer Issuer and consents to the sale and assignment by the Buyer Issuer of all or any portion of its right, title and interest in, to and under the Cartus KF Purchased Assets, this Agreement and the other Transaction Documents and all of the BuyerIssuer’s rights, remedies, powers and privileges and all claims of the Buyer Issuer against the Originator Seller under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Issuer at any time to enforce this Agreement against the Originator Seller and the obligations of the Originator Seller hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator Seller thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the BuyerIssuer’s successors ands and assigns to the same extent as the Buyer Issuer may do. Each of the parties hereto acknowledges and agrees that the BuyerIssuer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer Issuer arising hereunder, and may rely on the OriginatorSeller’s representations and warranties made herein as if made directly to them. The Originator Seller hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accounts. (b) The Originator Seller hereby agrees to execute all agreements, instruments and documents and to take all other actions that the Buyer Issuer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator Seller hereby acknowledges and agrees that the Buyer Issuer in all of its capacities may assign to the BuyerIssuer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator Seller to the Buyer Issuer hereunder and agrees to cooperate fully with the BuyerIssuer’s successors and assigns in the exercise of such rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator Seller acknowledges that, contemporaneously herewith, WPS Finco is transferring, assigning, setting over and otherwise conveyi▇▇ ▇▇ Agent a security interest in and lien on the outstanding Receivables and Related Assets sold by Seller to WPS Finco from time to time prior pursuant to this Purchase Agreement. Seller ▇▇▇▇▇y consents to the Termination Datetransfer, the Buyer intends assignment, set over and conveyance to sell all of the Buyer’s right, title and interest in, to and under the Cartus Purchased Assets, this Agreement Agent by WPS Finco and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents to the sale and assignment by the Buyer of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s WPS Finco's rights, remedies, powers and privileges and privileges, ▇▇▇ all claims of the Buyer W▇▇ ▇▇▇▇o against the Originator Seller, under or with respect to this Agreement and Purchase Agreeme▇▇ ▇▇d the other Transaction Documents (whether arising pursuant to the terms of this Purchase Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer WPS Finco, at any time time, to enforce this Purchase Agreement against the Originator and Selle▇ ▇▇▇ the obligations of the Originator hereunder Seller hereunder, and (ii) the right right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Purchase Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns Seller thereunder to the same extent as the Buyer WPS Finco may do; provided, that, Agent shall have no obligation or liab▇▇▇▇▇ to Seller as a result of such transfer, assignment, set over and conveyance. Each of the parties hereto acknowledges and agrees that the Buyer’s successors Agent and assigns Lenders are third party beneficiaries of this Agreement, including without limitation the rights of WPS Finco arising hereunder and under the Buyer arising hereunderother Transaction Documents to ▇▇▇▇h Seller is a party. Seller agrees not to assert against Agent, as assignee, any claim or defense which Seller may at any time have or claim to have against WPS Finco and may rely on acknowledges that Agent has no notice of any such claim or ▇▇▇▇nse as of the Originator’s date hereof. Seller acknowledges that Agent and Lenders are relying upon the representations and warranties made agreements by Seller contained herein as if made directly in connection with the financing arrangements provided by Agent and Lenders to themWPS Finco. The Originator Seller hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, that it has no claim to or interest ▇▇ ▇nterest in any of the Lockbox AccountsLock-Box Accounts or the Concentration Account. (b) The Originator Seller hereby agrees to execute all agreements, instruments and documents documents, and to take all other actions action, that the Buyer WPS Finco or its assignees Agent reasonably determines are is necessary or appropriate to evidence ▇▇▇▇▇nce its consent described in Section 11.12(a)subsection (a) above. The Originator To the extent that WPS Finco, individually or through Servicer, has granted or grants power▇ ▇▇ attorney to Agent under the Loan Agreement, Seller hereby grants a corresponding power of attorney on the same terms to Agent. (c) Seller hereby acknowledges and agrees that the Buyer WPS Finco, in all of its capacities may capacities, shall assign to Agent for the Buyer’s successors benef▇▇ ▇▇ itself and assigns Lenders such powers of attorney and other rights and interests granted by the Originator Seller to the Buyer WPS Finco hereunder and agrees to cooperate fully with the Buyer’s successors and assigns Agent in the exercise exer▇▇▇▇ of such rights. (cd) The Originator Seller and WPS Finco each hereby acknowledges that if, notwithstanding the Buyer’s successors and assigns are entering into intentio▇ ▇▇ the Transaction Documents parties expressed in reliance on Section 1.6 hereof, the Buyer’s identity conveyance by Seller to WPS Finco of Receivables hereunder shall be characterized as a legal entity separate from secured l▇▇▇ ▇nd not a sale and/or this Purchase Agreement shall be characterized as a security agreement, and upon a default by Seller hereunder, Agent (as assignee of WPS Finco) shall have, in addition to the Originatorrights and remedies which it m▇▇ ▇▇ve under this Purchase Agreement and the other Transaction Documents, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative and may be exercised alternatively, successively or concurrently on any one or more occasions, and in the event of an Insolvency Proceeding with respect to Seller, Agent is irrevocably authorized to: (i) enforce and vote claims comprising any of the Seller Obligations either in its own name or the name of WPS Finco, by proof of debt, proof of claim, suit or otherwise; (ii) col▇▇▇▇ any assets of Seller distributed, divided or applied by way of dividend or payment, or any securities issued, on account of any of the Seller Obligations and apply the same, or the proceeds of any realization upon the same, that Agent in its discretion elects to accept, to any WPS Finco Obligations; (iii) vote claims comprising any of the Seller Ob▇▇▇▇▇ions to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension; and/or (iv) take generally any action in connection with any such Insolvency Proceeding which WPS Finco might otherwise take.

Acknowledgment and Consent. (a) The Originator acknowledges that, from time to time prior to the Termination Date, the Buyer Issuer intends to sell all of the BuyerIssuer’s right, title and interest in, to and under the Cartus CMSC Fee Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Fee Receivables Purchase Agreement, and that the interests of the Buyer Issuer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer Issuer and consents to the sale and assignment by the Buyer Issuer of all or any portion of its right, title and interest in, to and under the Cartus CMSC Fee Purchased Assets, this Agreement and the other Transaction Documents and all of the BuyerIssuer’s rights, remedies, powers and privileges and all claims of the Buyer Issuer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Issuer at any time to enforce this Agreement against the Originator and the obligations of the Originator hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the BuyerIssuer’s successors ands and assigns to the same extent as the Buyer Issuer may do. Each of the parties hereto acknowledges and agrees that the BuyerIssuer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer Issuer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accounts. (b) The Originator hereby agrees to execute all agreements, instruments and documents and to take all other actions that the Buyer Issuer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator hereby acknowledges and agrees that the Buyer Issuer in all of its capacities may assign to the BuyerIssuer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer Issuer hereunder and agrees to cooperate fully with the BuyerIssuer’s successors and assigns in the exercise of such rights. (c) The Originator hereby acknowledges that the BuyerIssuer’s successors and assigns are entering into the Transaction Documents in reliance on the BuyerIssuer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Originator acknowledges Sellers acknowledge that, from time to time prior contemporaneously herewith, Buyer is selling, transferring, assigning, setting over and otherwise conveying to the Termination Date, the Buyer intends to sell Trust all of the Buyer’s 's right, title and interest in, to and under the Cartus Purchased Specified Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, Sections 2.1 and that the interests 2.4 of the Buyer hereunder will be further assigned pursuant Pooling Agreement. The Sellers hereby consent to the Transfer sale, transfer, assignment, set over and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer and consents conveyance to the sale and assignment Trust by the Buyer of all or any portion of its right, title and interest of Buyer in, to and under the Cartus Purchased Specified Assets, this Agreement and the other Transaction Documents Documents, and all of the Buyer’s 's rights, remedies, powers and privileges privileges, and all claims of the Buyer against the Originator Sellers, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Buyer, at any time time, to enforce this Agreement against the Originator Sellers and the obligations of the Originator hereunder and Sellers hereunder, (ii) the right to consent to or direct the appointment of a successor to the Servicer at the times and upon the conditions set forth in the Pooling Agreement, and (iii) the right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns Sellers thereunder to the same extent as the Buyer may do. Each of the parties hereto acknowledges and agrees that the Buyer’s successors Trustee and assigns the Trust are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer arising hereunder, hereunder and may rely on under the Originator’s representations and warranties made herein as if made directly other Transaction Documents to themwhich any Seller is a party. The Originator Each Seller hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, that it has no claim to or interest in any of the Lockbox Bank Accounts or the Trust Accounts. (b) The Originator Sellers hereby agrees agree to execute all agreements, instruments and documents documents, and to take all other actions action, that the Buyer or its assignees the Trustee reasonably determines are is necessary or appropriate to evidence its consent described in Section 11.12(a)subsection (a) above. To the extent that Buyer, individually or through the Servicer, has granted or grants powers of attorney to the Trustee under the Pooling Agreement, the Sellers hereby grant a corresponding power of attorney on the same terms to Buyer. The Originator Sellers hereby acknowledges acknowledge and agrees agree that the Buyer Buyer, in all of its capacities may capacities, shall assign to the Buyer’s successors and assigns such Trustee for the benefit of the Certificateholders the powers of attorney and other rights and interests granted by the Originator Sellers to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns Trustee in the exercise of such the rights. (c) The Originator hereby acknowledges that the Buyer’s successors and assigns are entering into the Transaction Documents in reliance on the Buyer’s identity as a legal entity separate from the Originator.

Acknowledgment and Consent. (a) The Each of D&K, as an Originator and as initial Servicer, and each other Originator acknowledges that, from contemporaneously herewith or at any time to time prior hereafter, the Initial Purchaser is assigning or will assign to the Termination DateAdministrator, for the Buyer intends benefit of the Purchaser, pursuant to sell the Receivables Purchase Agreement, one or more undivided interests in all of the Buyer’s Initial Purchaser's rights, title and interest in, to and under the Pool Receivables and Related Rights, and all of the Initial Purchaser's right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Receivables Purchase Agreement, it being understood that such assignment shall not relieve any party hereto from (or require the Purchaser or the Administrator to undertake) the performance of any term, covenant or agreement on the part of any party hereto to be performed or observed under or in connection with this Agreement. Each of D&K, as Originator and that the interests of the Buyer hereunder will be further assigned pursuant to the Transfer as initial Servicer, and Servicing Agreement and the Indenture. The each other Originator acknowledges and agrees to each such sale by the Buyer and hereby consents to such assignments, including, without limitation, the sale and assignment by the Buyer Initial Purchaser of all or any portion of its right, title and interest in, to and under the Cartus Purchased Assets, this Agreement and the other Transaction Documents and all of the Buyer’s rights, remedies, powers and privileges and all claims of the Buyer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Initial Purchaser, at any time time, to enforce this Agreement against the Originator Originators and the obligations of the Originator hereunder and Originators hereunder, (ii) the right to appoint a successor to the Servicer as set forth in the Receivables Purchase Agreement, (iii) the right, at any time time, to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the Buyer’s successors ands assigns Originators thereunder to the same extent as the Buyer Initial Purchaser may do, and (iv) all of the Initial Purchaser's rights, remedies, powers and privileges, and all claims of the Initial Purchaser against each Originator, under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity). Each of the parties hereto acknowledges and agrees that the Buyer’s successors Purchaser, the Administrator and assigns the other Indemnified Parties are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer Initial Purchaser arising hereunder, hereunder and may rely on under the Originator’s representations and warranties made herein as if made directly other Transaction Documents to them. The which any Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accountsis a party. (b) The Each Originator hereby agrees to execute all agreements, instruments and documents documents, and to take all other actions action, that the Buyer Initial Purchaser or its assignees the Administrator determines are is necessary or appropriate reasonably desirable to evidence its consent described in Section 11.12(a9.3(a). The Originator hereby acknowledges and agrees that the Buyer in all of its capacities may assign to the Buyer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer hereunder and agrees to cooperate fully with the Buyer’s successors and assigns in the exercise of such rights. (c) The Each Originator hereby acknowledges that its obligations to the Buyer’s successors Purchaser and assigns the Administrator as assignees of the Initial Purchaser are entering into and shall be, to the extent permitted by Applicable Law or not prohibited by any order of any court or administrative or regulatory authority, absolute and unconditional under any and all circumstances and shall be unaffected by any claims, offsets or other defenses such Originator may have against the Initial Purchaser, and each Originator agrees that it shall not assert or interpose any such claims, offsets or defenses as a defense to its performance of its obligations under the Transaction Documents in reliance on the Buyer’s identity as to which it is a legal entity separate from the Originatorparty.

Acknowledgment and Consent. (a) The Originator acknowledges that, from time to time prior to the Termination Date, the Buyer Issuer intends to sell all of the BuyerIssuer’s right, title and interest in, to and under the Cartus Fee Purchased Assets, this Agreement and all of the other Transaction Documents pursuant to the Fee Receivables Purchase Agreement, and that the interests of the Buyer Issuer hereunder will be further assigned pursuant to the Transfer and Servicing Agreement and the Indenture. The Originator acknowledges and agrees to each such sale by the Buyer Issuer and consents to the sale and assignment by the Buyer Issuer of all or any portion of its right, title and interest in, to and under the Cartus Fee Purchased Assets, this Agreement and the other Transaction Documents and all of the BuyerIssuer’s rights, remedies, powers and privileges and all claims of the Buyer Issuer against the Originator under or with respect to this Agreement and the other Transaction Documents (whether arising pursuant to the terms of this Agreement or otherwise available at law or in equity), including without limitation (whether or not an Unmatured Servicer Default or a Servicer Default has occurred and is continuing) (i) the right of the Buyer Issuer at any time to enforce this Agreement against the Originator and the obligations of the Originator hereunder and (ii) the right at any time to give or withhold any and all consents, requests, notices, directions, approvals, demands, extensions or waivers under or with respect to this Agreement, any other Transaction Document or the obligations in respect of the Originator thereunder, all of which rights, remedies, powers, privileges and claims may be exercised and/or enforced by the BuyerIssuer’s successors ands assigns to the same extent as the Buyer Issuer may do. Each of the parties hereto acknowledges and agrees that the BuyerIssuer’s successors and assigns are third party beneficiaries of this Agreement, including without limitation the rights of the Buyer Issuer arising hereunder, and may rely on the Originator’s representations and warranties made herein as if made directly to them. The Originator hereby acknowledges and agrees that, except with respect to its rights under Section 4.3, it has no claim to or interest in any of the Lockbox Accounts. (b) The Originator hereby agrees to execute all agreements, instruments and documents and to take all other actions that the Buyer Issuer or its assignees determines are necessary or appropriate to evidence its consent described in Section 11.12(a). The Originator hereby acknowledges and agrees that the Buyer Issuer in all of its capacities may assign to the BuyerIssuer’s successors and assigns such powers of attorney and other rights and interests granted by the Originator to the Buyer Issuer hereunder and agrees to cooperate fully with the BuyerIssuer’s successors and assigns in the exercise of such rights. (c) The Originator hereby acknowledges that the BuyerIssuer’s successors and assigns are entering into the Transaction Documents in reliance on the BuyerIssuer’s identity as a legal entity separate from the Originator.