Subject to the satisfaction of the conditions precedent set forth herein, the Administrative Agent hereby consents to the Acquisition Transaction and acknowledges that this consent satisfies the requirement for a written consent set forth in clause (k) of the definition of “Event of Default” set forth in Annex A of the CSA. To the extent the consummation of the Acquisition Transaction would have the practical effect of resulting in any breach under the Transaction Documents (e.g., a Funding Termination Event, Event of Default, Servicer Event of Default, Amortization Event or other Default or default thereunder), the Administrative Agent hereby waives and, to the extent required under the Transaction Documents, any requisite Lenders hereby waive any such breach or other default, effective immediately as of the closing of the Acquisition Transaction, and, at the direction of the Administrative Agent, the Collateral Agent, Paying Agent and Custodian hereby acknowledge such waiver. No such waiver shall extend to any subsequent or other event, default or occurrence or impair any related rights of Administrative Agent and the Lenders relating thereto.