By execution below, the Sub-Originator expressly acknowledges and agrees that all of the Buyer’s rights, title, and interests in, to, and under this Agreement (but not its obligations), shall be assigned (i) by the Buyer to the SPV pursuant to the Purchase and Sale Agreement and (ii) by the SPV to the Administrative Agent (for the benefit of the Lenders) pursuant to the Receivables Financing Agreement, and the Sub-Originator consents to such assignments. Each of the parties hereto acknowledges and agrees that the SPV, the Lenders and the Administrative Agent are third-party beneficiaries of the rights of the Buyer arising hereunder and under the other Transaction Documents to which the Sub-Originator is a party, and notwithstanding anything to the contrary contained herein or in any other Transaction Document, during the occurrence and continuation of an Event of Default under the Receivables Financing Agreement, the Administrative Agent, and not the Buyer, shall have the sole right to exercise all such rights and related remedies.