Relations Among the Lenders. Each Lender agrees that it will not take any legal action, nor institute any actions or proceedings, against the Borrower or any Qualified Borrower hereunder with respect to any of the Obligations, without the prior written consent of the Lenders. Without limiting the generality of the foregoing, no Lender may accelerate or otherwise enforce its portion of the Obligations, or unilaterally terminate its Revolving Credit Commitment except in accordance with Section 11.2(a).

Allocation Among Holders. Except as otherwise provided, all amounts allocated to transferring Holders will be allocated among them in accordance with the interests held by each such Holder from time to time. Subject to applicable Regulations, all items of income, gain, expense or loss that are allocated pursuant to this Article XI for a Fiscal Year allocable to any Certificates will be allocated between the transferor and the transferee based on an interim closing of the Series Pool’s books.

Relationship Among Supporting Lenders. It is understood and agreed that no Supporting Lender has any duty of trust or confidence of any kind or form with any other Supporting Lenders as a result of this RSA. No prior history, pattern, or practice of sharing confidences among or between the Supporting Lenders shall in any way affect or negate this understanding and agreement. The execution of this RSA by any Supporting Lender shall not create, or be deemed to create, any fiduciary duties (actual or implied) to any other Supporting Lender.

ARTICLE #: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

Settlement Among Swingline Lender and Lenders. Notwithstanding anything to the contrary contained in this Agreement, with respect to the Floorplan Swingline Loans:

Except with respect to the exercise of set-off rights of any Lender in accordance with Section 12.1, the proceeds of which are applied in accordance with this Agreement, and except as set forth in the following sentence, each Lender agrees that it will not take any action, nor institute any actions or proceedings, against the Company or any other obligor hereunder or with respect to any Loan Document, without the prior written consent of the Required Lenders or, as may be provided in this Agreement or the other Loan Documents, at the direction of the Administrative Agent.

100 ARTICLE X MISCELLANEOUS

ARTICLE #: BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS 124

Except with respect to the exercise of set-off rights of any Lender in accordance with Section 12.1, the proceeds of which are applied in accordance with this Agreement, and except as set forth in the following sentence, each Lender agrees that it will not take any action, nor institute any actions or proceedings, against the Company or any other obligor hereunder or with respect to any Loan Document, without the prior written consent of the Required Lenders or, as may be provided in this Agreement or the other Loan Documents, at the direction of the Administrative Agent.

Pursuant to and in compliance with the terms of [Section 2.17(b)] of the