Common use of Assignment and Assumption Clause in Contracts

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The (a) Subject to the conditions set forth in paragraph (b) below, any Bank may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and participations in the Letter of Credit at the time owned by it) with the prior written consent (such consent not to be unreasonably withheld) of: (i) the Applicant, provided that no consent of the Applicant shall be required either (x) if an Event of Default has occurred and is continuing or (y) for an assignment to a Bank, an Affiliate of a Bank or an Approved Fund; (ii) the Administrative Agent; and (iii) the Issuing Bank. (b) Assignments shall be subject to the following additional conditions: (i) except in the case of an assignment to a Bank or an Affiliate of a Bank or an assignment of the entire remaining amount of the assigning Bank’s Commitment, the amount of the Commitment of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Applicant and the Administrative Agent otherwise consent, provided that no such consent of the Applicant shall be required if an Event of Default has occurred and is continuing; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement; (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 3,500; (which fee may be waived or reduced in iv) the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately prior to the assignmentBank, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof administrative questionnaire in a form supplied by the Administrative Agent pursuant to Section 11.06(c)Agent; and (v) without the prior written consent of the Administrative Agent, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder no assignment shall be made to a party to this Agreement and, prospective assignee that bears a relationship to the extent Banks described in Section 108(e)(4) of the interest assigned by such Assignment and Assumption, have Code. For the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d9.7(b);, the term “Approved Fund” has the following meaning:

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c10.06(c), from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection Section 10.06(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c10.06(c), from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, that, the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its AffiliatesAssumption. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.04 and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, payable by the applicable Lender or prospective Lender, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable any tax formsforms required under Section 3.01. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections Section 3.01, Section 3.04, 3.05 Section 3.05, and 11.04 Section 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsforms required by Section 11.14. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee in the amount of $3,500 (which 3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall is not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable each Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);subsection (d) of this Section.

Assignment and Assumption. The parties to each assignment shall execute and deliver (a) Subject to the Administrative Agent an Assignment terms and Assumption conditions of this Agreement, the Assignor and the Assignee agree that the Assignor hereby sells, transfers, and assigns to the Assignee, and the Assignee hereby purchases, assumes, and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Agreement, (i) ____% of the Commitments, the Loans of the Assignor ("Assignee's Percentage Share") (such Assignment assigned Commitments representing --------------------------- ___% of the aggregate Commitments of all Lenders); and Assumption (ii) all related rights, benefits, obligations, liabilities and indemnities under and in connection with the Credit Agreement and each other Loan Document (other than any such rights, benefits, obligations, liabilities, or indemnities with respect to be delivered via an electronic settlement system reasonably acceptable any Bid Loan made by the Assignor), including the right to receive payments of principal of and interest on the Assignor's Loans hereby assigned, and the obligation to fund future Loans in respect of such assignment, and to indemnify the Agent or any other party under the Credit Agreement and to pay all other amounts payable by a Lender (in respect of the Commitments assigned hereunder) under or in connection with the Credit Agreement (other than any such amounts payable in respect of a Bid Loan). After giving effect to the Administrative Agent foregoing assignments, the Commitment of the Assignee shall be $___________, and the Commitment of the Assignor shall be $____________. [If appropriate, add paragraph specifying payment to Assignor by Assignee of outstanding principal of, accrued interest on, and fees with respect to, Loans.] (or, if previously agreed with b) With effect on or after the Administrative Agent, manually)Effective Date (as defined herein), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder Assignee shall be a party to this the Credit Agreement and, and succeed to the extent of the interest assigned by such Assignment and Assumption, have all the rights and be obligated to perform all of the obligations of a Lender under this the Credit Agreement, with Commitments in the amount assigned hereunder. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. It is the intent of the parties that the Commitments of the Assignor shall be reduced by an amount equal to Assignee's Percentage Share thereof and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Assignor shall relinquish its rights and Assumption, be released from its obligations under this the Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to extent such obligations have been assumed by the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);Assignee.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent)any assignment; provided and provided, further, that only one it is hereby agreed that no such fee shall be payable in connection with the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall initial syndication hereof (notwithstanding that such initial syndication may not be payable for assignments among related funds or among any Lender and any of its Affiliatescompleted until after the Closing Date). The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date Closing Date of such assignment). Upon requestrequest from any assignee Lender, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the such assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which payable by the party requesting such assignment, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 5,000; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee LenderLender and, in the event of an assignment by the assignor Lender of less than its entire Commitment, a new Note to the assignor Lender reflecting its reduced Commitment, provided that in any case the assignor Lender shall have returned to the Borrower any Note payable to the assignor Lender or its order in the amount of its Commitment prior to such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. (a) The terms hereof shall be binding upon and inure to the benefit of the heirs, successors, assigns, and personal representatives of the parties hereto. (b) Subject to each the provisions of Sections 2.5, 2.6, 5.2 and 10.1(c) hereof, neither Borrower nor any other Person having beneficial or ownership interest in Borrower shall assign or permit any assumption of this Loan Agreement, any of the other Loan Documents, the Loan or any of its rights, interests, duties or obligations hereunder or thereunder or any Loan proceeds or other sums to be advanced hereunder in whole or in part without the prior written consent of the Lender. Lender shall consent, no more than once, to such assignment and/or assumption to a qualified borrower acceptable to Lender at its sole discretion upon the payment to the Lender of all reasonable and customary expenses incurred by the Lender in connection with any such assignment and/or assumption and of a processing fee in an amount equal to one percent (1%) of the outstanding principal amount of the Loan as of the date the Borrower requests the Lender to consent to such assignment or assumption. Any assignment or assumption (whether voluntary or by operation of law) without said consent shall be void. Without in any way limiting the foregoing, in no event shall the Lender consent to any assignment or assumption requested or occurring prior to the sale of the Loan by the Lender in the secondary market if the consideration paid or to be paid by the assignee or purchaser of the Premises in connection therewith, as determined by the Lender in its reasonable judgment, is less than the appraised value of the Premises used by the Lender in underwriting the Loan. The Borrower shall furnish the Lender at the Borrower's sole cost and expense such information as the Lender shall request in connection with any assignment or assumption, including without limitation: (i) an Appraisal or other evidence satisfactory to the Lender in its reasonable discretion of the value of the Premises as of the date of the assignment and/or assumption; (ii) confirmation from the Rating Agencies that the credit ratings of Securities immediately prior to assignment and/or assumption will not be qualified, downgraded or withdrawn as a result of such assignment and/or assumption, which affirmation may be granted or withheld in the Rating Agencies sole and absolute discretion; (iii) evidence that the assignee is a Special Purpose Entity satisfying Lender's and Rating Agency's then current applicable underwriting criteria and requirements; and (iv) delivery of a "non-consolidation" opinion in form and substance satisfactory to Lender that, in the event of a bankruptcy proceeding involving any Affiliate of Borrower, the assets of the Borrower, including the Premises, shall not be substantively consolidated with the assets of the Affiliate. Lender further reserves the right to condition the consent to any assignment or assumption upon (i) payment of all of Lender's reasonable expenses incurred in connection with such transfer; (ii) the confirmation in writing by the applicable Rating Agencies that the proposed transfer will not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current respective ratings in effect immediately prior to such assignment or assumption for the Securities issued in connection with a securitization; (iii) the delivery of a non-consolidation opinion reflecting the proposed transfer satisfactory in form and substance satisfactory to Lender that, in the event of a bankruptcy proceeding involving any Affiliate of Borrower, the assets of the Borrower, including the Premises, shall not be substantively consolidated with the assets of the Affiliate to Lender in its sole discretion; and (iv) the delivery to Lender of such additional documents, certificates and legal opinions as it may reasonably request. In addition, the assignee or purchaser of the Premises shall be required to assume the Borrower's duties and obligations under this Loan Agreement and shall be required to execute and deliver to the Administrative Agent an Assignment Lender such documents, opinions, certificates and Assumption (information as the Lender reasonably requires to effectuate such Assignment assumption of duties and Assumption to be delivered via an electronic settlement system reasonably acceptable to obligations. No sale, assignment or assumption shall relieve the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee Borrower of $3,500 (which fee may be waived its Obligations under this Loan Agreement or reduced in the sole discretion any of the Administrative Agent); provided that only one such fee shall be payable in other Loan Documents, unless the event Borrower has obtained the prior written consent of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assigneethe Lender, if it which consent shall not be a unreasonably withheld or delayed. (c) Lender immediately prior shall have the right to sell, assign or otherwise transfer the assignment, shall deliver Loan or any portion thereof or interest therein held by Lender without the consent of Borrower or Owner or the satisfaction of any other requirement with respect to Borrower or Owner. At the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by request of the Administrative Agent pursuant to Section 11.06(c), from and after holder of the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement Note and, to the extent not already required to be provided by Borrower or Owner under this agreement or the Security Instrument, Borrower and Owner shall use reasonable efforts to satisfy the market standards to which the holder of the interest assigned Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies of the Note or participation therein or the first successful public or private securitization (such Assignment and Assumptionsale and/or securitization, have the rights and obligations "Securitization") of a Lender under this Agreement, rated single or multi-class Securities secured by or evidencing ownership interests in the Note and the assigning Lender thereunder shallSecurity Instrument, to the extent of the interest assigned by including, without limitation, to: (i) provide such Assignment financial and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 other information with respect to facts the Premises, the Borrower and circumstances occurring prior the Owner, (ii) provide budgets relating to the effective date Premises and (iii) to permit to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and reports (Phase I reports and, if appropriate, Phase II reports), engineering reports and other due diligence investigations of such assignmentthe Premises, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be reasonably necessary or appropriate in connection with the Securitization (the "Provided Information"). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note together, if customary, with appropriate verification of and/or consents to the assignee Lender. Any assignment use of the Provided Information through letters of auditors or transfer by a opinions of counsel of independent attorneys reasonably acceptable to the Lender and acceptable to the Rating Agencies; provided, however, that Phase II reports and other invasive testing may not be performed at the Premises until Borrower has received reasonably appropriate and evidence of rights insurance from any Person preparing such report or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by performing such Lender of a participation in such rights and obligations in accordance with Section 11.06(d)testing;

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Acceptance (such Assignment and Assumption Acceptance to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall is required to be payable paid in the event case of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its AffiliatesApproved Funds. The assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manuallyexcept as otherwise provided in Section 2.22(b)), and shall pay to the Administrative Agent together with a processing and recordation fee of $3,500 3,500; provided, that (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one x) such fee shall not be payable if the such assignment is made by any Arranger, (y) the Administrative Agent may, in its sole discretion, elect to waive such fee in the event case of simultaneous any assignment and (z) in the case of contemporaneous assignments by any Lender to or from two one or more Approved Funds by Funds, only a single Lender processing and no recording fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatessuch assignments. The assignee, if it shall is not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.012.18, 3.04, 3.05 2.19 and 11.04 9.03 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection paragraph (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);paragraph (d) of this Section.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which and any forms required pursuant to Section 3.01 hereof, provided, however, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01 (subject to the requirements of Section 3.01), 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in Section 10.06(c).

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Required Lenders may, in their discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which payable by the party requesting such assignment, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (C) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.013(a), 3.043(d), 3.05 3(e), and 11.04 (d) with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10(f)(D);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute On the terms and deliver subject to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orconditions set forth in this Agreement, if previously agreed simultaneous with the Administrative AgentClosing, manually)Seller shall assign to Purchaser, and Purchaser shall accept and assume the following rights and obligations from Seller: (a) all of Seller’s rights under the Project Contracts, Project Permits, and Project Real Property Agreements; and (b) all of Seller’s obligations arising under the Project Contracts, Project Permits (including payments owed and arising post-Closing under the Project Permits), and shall pay Project Real Property Agreements, solely to the Administrative Agent a processing extent such obligations arise after the Closing and recordation fee do not constitute Liabilities (i) arising out of $3,500 any failure to perform, improper performance, breach, default, or violation by Seller or any of its Affiliates (which fee may be waived or reduced in the sole discretion any Person acting on behalf of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to Seller or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately ) prior to the assignmentClosing; or (ii) arising or accruing on, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)prior to, from and or after the effective date specified Closing relating to Construction Costs. Additionally, Seller shall ensure Purchaser is listed as a limited third-party beneficiary in each Assignment and Assumption, the assignee thereunder shall be a party to this EPC Agreement and, to the extent as of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent execution date of the interest assigned by such Assignment and Assumption, be released from its obligations under this EPC Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 solely with respect to facts Purchaser’s third-party rights and circumstances occurring prior to the effective date of such assignmentbenefits expressly stated therein). Upon requestNotwithstanding the assignment contemplated by this Section 2.1.3, the applicable Borrower (at Purchaser hereby appoints Seller as its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated agent for purposes of this Agreement as a sale by such Lender the continued performance of a participation in such rights the supervision, administration, coordination, and obligations management services required under the assigned Project Contracts, Project Permits and Project Real Property Agreements through Final Completion (including making all payments required thereunder when due) in accordance with Section 11.06(d);2.6.4; provided, however, in the event that: (1) this Agreement is terminated under Article VII for a reason set forth in Section 7.1; and (2) Purchaser elects to exercise its step-in rights set forth in this Agreement, then Purchaser may elect, in its sole discretion, to: (aa) terminate Seller’s authority to act on Purchaser’s behalf under this Section 2.1.3; and (bb) make payments directly to the EPC Contractor or any Project Contractor, with any such direct payment to be credited against amounts otherwise due to Seller under this Agreement or reimbursed to Purchaser by Seller.‌

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);. As a condition to the assignment by W▇▇▇▇ Fargo of 100% its Revolving Credit Commitments and rights and obligations with respect thereto, other than to an Affiliate or an Approved Fund, such assignee shall agree to be bound by the terms and conditions of the last paragraph of Section 4.02, including the definitions of Specified Event of Default and Termination Event.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which payable by the party requesting such assignment, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender'’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which and any forms required pursuant to Section 3.01 hereof, provided, however, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01 (subject to the requirements of Section 3.01), 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in Section 10.06(c).

Assignment and Assumption. (a) The terms hereof shall be binding upon and inure to the benefit of the heirs, successors, assigns, and personal representatives of the parties hereto. (b) Subject to each the provisions of Sections 2.5, 2.6, 5.2 and 10.1(c) hereof, neither Borrower nor any other Person having beneficial or ownership interest in Borrower shall assign or permit any assumption of this Loan Agreement, any of the other Loan Documents or any of its rights, interests, duties or obligations hereunder or thereunder or any Loan proceeds or other sums to be advanced hereunder in whole or in part without the prior written consent of the Lender. Lender shall consent, no more than once, to such assignment and/or assumption to a qualified borrower acceptable to Lender at its sole discretion upon the payment to the Lender of all reasonable and customary expenses incurred by the Lender in connection with any such assignment and/or assumption and of a processing fee in an amount equal to 1% of the outstanding principal amount of the Loan as of the date the Borrower requests the Lender to consent to such assignment or assumption. Any assignment or assumption (whether voluntary or by operation of law) without said consent shall be void. Without in any way limiting the foregoing, in no event shall the Lender consent to any assignment or assumption requested or occurring prior to the sale of the Loan by the Lender in the secondary market if the consideration paid or to be paid by the assignee or purchaser of the Premises in connection therewith, as determined by the Lender in its reasonable judgment, is less than the appraised value of the Premises used by the Lender in underwriting the Loan. The Borrower shall furnish the Lender at the Borrower's sole cost and expense such information as the Lender shall request in connection with any assignment or assumption, including without limitation: (i) an Appraisal or other evidence satisfactory to the Lender in its reasonable discretion of the value of the Premises as of the date of the assignment and/or assumption; (ii) confirmation from the Rating Agencies that the credit ratings of Securities immediately prior to assignment and/or assumption will not be qualified, downgraded or withdrawn as a result of such assignment and/or assumption, which affirmation may be granted or withheld in the Rating Agencies sole and absolute discretion; (iii) evidence that the assignee is a Special Purpose Entity satisfying Lender's and Rating Agency's then current applicable underwriting criteria and requirements; and (iv) delivery of a "non-consolidation" opinion in form and substance satisfactory to Lender that, in the event of a bankruptcy proceeding involving any Affiliate of Borrower, the assets of the Borrower, including the Premises, shall not be substantively consolidated with the assets of the Affiliate. Lender further reserves the right to condition the consent to any assignment or assumption upon (i) payment of all of Lender's reasonable expenses incurred in connection with such transfer; (ii) the confirmation in writing by the applicable Rating Agencies that the proposed transfer will not, in and of itself, result in a downgrade, qualification or withdrawal of the initial, or, if higher, then current respective ratings in effect immediately prior to such assignment or assumption for the Securities issued in connection with a securitization; (iii) the delivery of a non-consolidation opinion reflecting the proposed transfer in form and substance reasonably satisfactory to Lender that, in the event of a bankruptcy proceeding involving any Affiliate of Borrower, the assets of the Borrower, including the Premises, shall not be substantively consolidated with the assets of the Affiliate to Lender; and (iv) the delivery to Lender of such additional documents, certificates and legal opinions as it may reasonably request. In addition, the assignee or purchaser of the Premises shall be required to assume the Borrower's duties and obligations under this Loan Agreement and shall be required to execute and deliver to the Administrative Agent an Assignment Lender such documents, opinions, certificates and Assumption (information as the Lender reasonably requires to effectuate such Assignment assumption of duties and Assumption to be delivered via an electronic settlement system reasonably acceptable to obligations. No sale, assignment or assumption shall relieve the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee Borrower of $3,500 (which fee may be waived its Obligations under this Loan Agreement or reduced in the sole discretion any of the Administrative Agent); provided that only one such fee shall be payable in other Loan Documents, unless the event Borrower has obtained the prior written consent of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assigneethe Lender, if it which consent shall not be a unreasonably withheld or delayed. (c) Lender immediately prior shall have the right to sell, assign or otherwise transfer the assignment, shall deliver Loan or any portion thereof or interest therein held by Lender without the consent of Borrower or the satisfaction of any other requirement with respect to Borrower. At the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by request of the Administrative Agent pursuant to Section 11.06(c), from and after holder of the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement Note and, to the extent not already required to be provided by Borrower under this agreement or the Security Instruments, Borrower shall use reasonable efforts to satisfy the market standards to which the holder of the interest assigned Note customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies of the Note or participation therein or the first successful public or private securitization (such Assignment sale and/or securitization, the "Securitization") of rated single or multi-class Securities secured by or evidencing ownership interests in the Note and Assumptionthe Security Instruments, have including, without limitation, to: (i) (A) provide such financial and other information with respect to the rights and obligations of a Lender under this AgreementPremises, and the assigning Borrower (B) provide budgets relating to the Premises and (C) to permit to be performed or permitted such site inspection, appraisals, market studies, environmental reviews and reports (Phase I reports and, if appropriate, Phase II reports), engineering reports and other due diligence investigations of the Premises, as may be reasonably requested by the holder of the Note or the Rating Agencies or as may be reasonably necessary or appropriate in connection with the Securitization (the "Provided Information"), together, if customary, with appropriate verification of and/or consents to the use of the Provided Information through letters of auditors or opinions of counsel of independent attorneys reasonably acceptable to the Lender thereunder shalland acceptable to the Rating Agencies; provided, however, that Phase II reports and other invasive testing may not be performed at the Premises until Borrower has received reasonably appropriate and evidence of insurance from any Person preparing such report or performing such testing; (ii) cause counsel to render opinions as to non-consolidation, fraudulent conveyance, and true sale or any other opinion customary in securitization transactions with respect to the Premises, the Borrower, and its Affiliates, which counsel and opinions shall be reasonably satisfactory to the holder of the Note and the Rating Agencies; (iii) make such representations and warranties as of the closing date of the Securitization with respect to the Premises, the Borrower and the Loan Documents as are customarily provided in securitization transactions and as may be reasonably requested by the holder of the Note or the Rating Agencies and consistent with the facts covered by such representations and warranties as they exist on the date thereof to the extent such representations and warranties are true as of the interest assigned by such Assignment closing date of the Securitization, including the representations and Assumption, be released from its obligations under this Agreement (and, warranties made in the case of an Assignment Loan Documents to the extent such representations and Assumption covering all warranties are true as of the assigning Lender’s rights closing date of the Securitization; and (iv) execute such agreements and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled amendments to the benefits of Sections 3.01, 3.04, 3.05 Loan Documents and 11.04 organizational documents and enter into a lockbox or similar arrangement with respect to facts the Rents and circumstances occurring prior Profits from the Premises as may be reasonably requested by the holder of the Note or as may be requested by the Rating Agencies or as may be otherwise necessary to effect the effective date of Securitization; provided, however, that the Borrower shall not be required to modify or amend any Loan Document if such assignment). Upon requestmodification or amendment would (i) change the interest rate, the applicable Borrower stated maturity or the amortization of principal set forth in the Note, or (at its sole expenseii) shall execute modify or amend any other material economic term of the Loan or increase Borrower's or Owner's obligations or liabilities under the Loan Documents. All third party costs and deliver a Note to expenses incurred by Lender in connection with the assignee Lender. Any assignment Securitization or other sale or transfer of the Loan and all reasonable third party costs and expenses incurred by a Lender Borrower in connection with the Securitization or other sale or transfer of rights or obligations under this Agreement that does not comply with this subsection the Loan shall be treated for purposes of this Agreement as a sale paid by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);Lender.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, including, for the avoidance of doubt, the obligation to provide the Lead Borrower and the Agent with any tax forms required by Section 3.01(e) hereof, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee in the amount of $3,500 (which 3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall is not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Company (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);subsection (d) of this Section.

Assignment and Assumption. (a) The parties to each assignment shall execute and deliver Assignor hereby assigns to the Administrative Agent an Assignment Assignee all of its right, title and Assumption (such Assignment interest in and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent Receivables and the Purchase and Servicing Agreement, to the extent relating to the Receivables (or, if previously agreed with other than the Administrative Agent, manually)rights of the Assignor to indemnification thereunder), and shall pay the Assignee hereby assumes all of the Assignor's obligations under the Purchase and Servicing Agreement, to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately prior extent relating to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)Receivables, from and after the effective date specified in each Assignment hereof, and Assumption, HNB hereby acknowledges such assignment and assumption and hereby agrees to the assignee thereunder shall be a party to this release of the Assignor from any obligations under the Purchase and Servicing Agreement andfrom and after the date hereof, to the extent relating to the Receivables. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of the interest assigned representations and warranties made by such Assignment it in Section 3.03 of the Purchase and Assumption, have the rights and obligations of a Lender under this Servicing Agreement, and the assigning Lender thereunder shall, Assignee is not undertaking any such liability hereunder. (b) The Assignor represents and warrants to the extent Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Receivables since the date of the interest assigned Purchase and Servicing Agreement. (c) HNB hereby agrees to pay any GAP Amounts owed by such Assignment it under the Purchase and Assumption, Servicing Agreement to whomever shall be released from its obligations under this Agreement (and, in responsible for servicing the case of an Assignment and Assumption covering all Receivables at any time on behalf of the assigning Lender’s rights Trust. (d) HNB and obligations under this Agreementthe Assignor shall have the right to amend, such Lender shall cease to be a party hereto but shall continue to be entitled to modify or terminate the benefits Purchase and Servicing Agreement without the joinder of Sections 3.01, 3.04, 3.05 and 11.04 the Assignee with respect to facts retail motor vehicle loan and circumstances occurring prior installment sale contracts not conveyed to the effective date of Assignee hereunder; provided, however, that such assignment). Upon requestamendment, modification or termination shall not affect or be binding on the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);Assignee.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee in the amount of $3,500 (which 3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall is not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);subsection (d) of this Section.

Assignment and Assumption. The parties to each assignment shall execute and deliver (a) Subject to the Administrative Agent an Assignment terms of this Agreement, effective as of the Effective Time, the Existing Collateral Manager does hereby sell, assign, convey, transfer and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable set over to the Administrative Agent (orSuccessor Collateral Manager, if previously agreed in accordance with and subject to the Transaction Agreement, all of the Existing Collateral Manager’s right, title and interest in, under and with respect to the Assigned Agreements and any liabilities, obligations and duties of the Existing Collateral Manager arising under or in connection with the Administrative Agent, manually))Assigned Agreements to the extent, and shall pay only to the Administrative Agent a processing extent, such liabilities, obligations and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately prior duties relate to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c), period from and after the Effective Time (the “Assumed Liabilities”). Subject to the terms of this Agreement, effective date specified in each Assignment and Assumptionas of the Effective Time, the assignee thereunder Successor Collateral Manager accepts the foregoing assignment and assumes the foregoing rights, duties and obligations and confirms that the Successor Collateral Manager shall be deemed a party to this the Assigned Agreements. For the avoidance of doubt, the Successor Collateral Manager is not making the representations and warranties contained in Section 16(b)(vi) of the Collateral Management Agreement andand neither the Successor Collateral Manager, its Affiliates nor any of their respective directors, officers, employees, agents or representatives assumes any liability arising out of, or accruing under, the Assigned Agreements with respect to any period prior to the extent Effective Time, which shall include but not be limited to (i) any liabilities relating to the offering and issuance of the interest assigned securities described in the Indentures, (ii) any information about, or relating to, the Existing Collateral Manager or any other information contained in the Final Offering Circular or any other information provided to investors prior to the Effective Time, (iii) any act or omission to act by such Assignment and Assumptionthe Existing Collateral Manager prior to the Effective Time, have the rights and obligations (iv) any breach of a Lender under representation or warranty made by the Existing Collateral Manager or (v) any failure of the Existing Collateral Manager to comply with any provision of the Assigned Agreements. The assignment and assumption hereunder shall be effective as of 12:01 a.m., New York City Time on July 29, 2010 (the “Effective Time”). (b) In connection with the assignment evidenced hereby, subject to the terms of this Agreement, and the assigning Lender thereunder shall, to the extent effective as of the interest assigned Effective Time, the Successor Collateral Manager irrevocably agrees to be bound by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights terms of, and to undertake, assume and perform all obligations of the Existing Collateral Manager as contained in the Assigned Agreements from and after the Effective Time. The Successor Collateral Manager hereby represents and warrants that (i) it has received copies of the Transaction Documents, (ii) has the ability to professionally and competently perform the duties imposed upon the Collateral Manager under this the Collateral Management Agreement and (iii) is legally qualified and has the capacity to act as the Collateral Manager under the Collateral Management Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent)any assignment; provided and provided, further, that only one it is hereby agreed that no such fee shall be payable in connection with the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall initial syndication hereof (notwithstanding that such initial syndication may not be payable for assignments among related funds or among any Lender and any of its Affiliatescompleted until after the Closing Date). The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date Closing Date of 185 such assignment). Upon requestrequest from any assignee Lender, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the such assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. (a) The terms hereof shall be binding upon and inure to the benefit of the heirs, successors, assigns, and personal representatives of the parties hereto. (b) The Borrower shall not assign or permit any assumption of this Loan Agreement, any of the other Loan Documents or any of its rights, interests, duties or obligations hereunder or thereunder or any Loan proceeds or other sums to each be advanced hereunder in whole or in part without the prior written consent of the Lender (which consent shall not be unreasonably withheld or delayed) and the payment to the Lender of all reasonable and customary expenses incurred by the Lender in connection with any such assignment and/or assumption and of a processing fee (i) with respect to any assignment and/or assumption during the first twelve (12) months of the term of the Loan, in an amount equal to 1% of the then outstanding principal amount of the Loan as of the date the Borrower requests the Lender to consent to such assignment or assumption, and (ii) with respect to any such assignment and/or assumption thereafter, in an amount equal to $10,000.00; any assignment or assumption (whether voluntary or by operation of law) without said consent shall be void. Without in any way limiting the foregoing, in no event shall the Lender consent to any assignment or assumption during the first twelve (12) months following the date of this Loan Agreement if the consideration paid or to be paid by the assignee or purchaser of the Premises in connection therewith, as determined by the Lender in its reasonable judgment, is less than the appraised value of the Premises used by the Lender in underwriting the Loan. The Borrower shall furnish the Lender at the Borrower's sole cost and expense such information as the Lender shall request in connection with any assignment or assumption, including without limitation, an Appraisal or other evidence satisfactory to the Lender in its reasonable discretion of the value of the Premises as of the date of the assignment and/or assumption. In addition, the assignee or purchaser of the Premises shall be required to assume the Borrower's duties and obligations under this Loan Agreement and shall be required to execute and deliver to the Administrative Agent an Assignment Lender such documents, opinions, certificates and Assumption (information as the Lender reasonably requires to effectuate such Assignment assumption of duties and Assumption to be delivered via an electronic settlement system reasonably acceptable to obligations. No sale, assignment or assumption shall relieve the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee Borrower of $3,500 (which fee may be waived its Obligations under this Loan Agreement or reduced in the sole discretion any of the Administrative Agent); other Loan Documents, unless the Borrower has obtained the prior written consent of the Lender, which consent shall not be unreasonably withheld or delayed. (c) It is expressly recognized and agreed that the Lender may, in its sole discretion, sell, assign, transfer, participate or otherwise convey this Loan Agreement, the Note, the Security Instrument and any other Loan Documents, in whole or in part, to any other Person provided that only one such fee all of the provisions hereof shall be payable continue in full force and effect and, in the event of simultaneous assignments to or from two or more Approved Funds such assignment, the Lender shall thereafter be relieved of all liability hereunder and any Loan disbursements made by a single Lender and no fee any assignee shall be payable for assignments among related funds or among any Lender deemed made in pursuance and not in modification hereof and shall be evidenced by the Note and secured by the Security Instrument and any other Loan Documents. It is further expressly recognized that the Lender intends to sell, transfer, deliver and assign the Loan in the secondary mortgage market. By its execution of its Affiliates. The assigneethis Loan Agreement and the other Loan Documents, if it shall not be a Lender immediately prior the Borrower and each Borrower Principal understands and agrees that any Financial Statement, Operating Statement, Rent Roll and other information delivered to the assignment, shall deliver Lender may be delivered to any secondary mortgage market participant in connection with the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof sale or assignment of the Loan or any security backed by the Administrative Agent pursuant to Section 11.06(c), from and after Loan. In the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date event of such assignment). Upon request, the applicable Borrower (at its sole expense) Lender shall execute thereafter be relieved of all liability hereunder and deliver a Note to the any Loan disbursements made by any assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale deemed made in pursuance and not in modification hereof and shall be evidenced by such Lender of a participation in such rights the Note and obligations in accordance with Section 11.06(d);secured by the Security Instrument and the other Loan Documents.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAgreement, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent)5,000; provided that only one Agent may, in its sole discretion, elect to waive such processing and recordation fee shall be payable in the event case of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall is not be a Lender immediately prior to the assignmentLender, shall deliver to Agent a completed and executed administrative details reply, administrative questionnaire or similar document in form satisfactory to Agent. Each assignment shall be conditioned on such assignee Lender representing to the Administrative assigning Lender and Agent an Administrative Questionnaire that it is purchasing the applicable Loans and applicable tax formsCommitments to be assigned to it for its own account, for investment purposes, and not with a view to the distribution thereof. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)paragraph (c) of this Section, from and after the effective date specified in each Assignment and AssumptionAssumption pursuant to this Section 8.1, which effective date shall be at least five (5) Business Days after the execution thereof, (1) the assignee thereunder shall be a party to this Agreement hereto and, to the extent of the interest assigned by provided in such Assignment and AssumptionAcceptance and this Section 8.1, have the rights and obligations of a Lender under this Agreementhereunder, and (2) the assigning Lender thereunder shall, to the extent provided in such assignment and this Section 8.1 and upon payment to Agent of the interest assigned by such Assignment and Assumptionfee referred to above, be released from relieved of its obligations under this hereunder with respect to its Commitments or assigned portion thereof from and after the date of such assignment Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender, and (3) Schedules C and D hereto but shall continue be deemed amended to reflect the assignor’s and assignee’s respective new Commitments, Pro Rata Shares, addresses and wire transfer and payment instructions as provided in the Assignment and Acceptance and the notice given thereunder. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be entitled a “Lender.” In all instances, each Lender’s liability to make Loans hereunder shall be several and not joint and shall be limited to such Lender’s Pro Rata Share of the applicable Commitment. In the event Agent or any Lender assigns or otherwise transfers all or any part of a Revolving Loan Note, Agent or any such Lender shall so notify Borrower and Borrower shall, upon the request of Agent or such Lender, execute new Revolving Loan Notes in exchange for the Revolving Loan Note being assigned. By executing and delivering an Assignment and Assumption, the parties to the benefits assignment thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than the representation and warranty that it is the legal and beneficial owner of Sections 3.01the interest being assigned thereby free and clear of any adverse claim, 3.04the assigning Lender makes no representation or warranty, 3.05 express or implied, and 11.04 assumes no responsibility with respect to facts any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, the other Loan Documents or any other instrument or document furnished pursuant hereto or the attachment, perfection or priority of any security interest or mortgage; (2) the assigning Lender makes no representation or warranty and circumstances occurring prior assumes no responsibility with respect to the effective date financial condition of such assignment). Upon requestBorrower and its Subsidiaries or any other Person primarily or secondarily liable in respect of any of the Obligations, or the applicable performance or observance by Borrower (at and its sole expense) shall execute and deliver a Note to Subsidiaries or any other Person primarily or secondarily liable in respect of any of the assignee Lender. Any assignment or transfer by a Lender of rights or obligations Obligations under this Agreement or any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (3) such assignee confirms that does it has received a copy of this Loan Agreement, together with copies of the most recent financial statements referred to herein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (4) such assignee will, independently and without reliance upon the assigning Lender, Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not comply taking action under this Agreement; (5) such assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent by the terms hereof or thereof, together with this subsection shall be treated for purposes such powers as are reasonably incidental thereto; (6) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a sale by Lender; and (7) such Lender of a participation in assignee represents and warrants that it is legally authorized to enter into such rights Assignment and obligations in accordance with Section 11.06(d);Assumption.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, payable by the applicable Lender or prospective Lender, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire, and applicable any tax formsdocumentation required pursuant to Section 3.01(f). Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. ‌ The parties rights and obligations of the Borrower under this Agreement may be assigned or transferred by the Borrower to any person in whole or in part, subject, however, to each assignment of the following conditions: (a) Any assignee's or transferee's creditworthiness and management ability shall execute and deliver be satisfactory to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee the Assignee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assigneeexecute, if it shall not be a Lender immediately prior to the assignmentsale or transfer, shall deliver to a written assumption agreement containing such terms as the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof Lender may require, including, if required by the Administrative Agent pursuant Lender, an increase in the rate of interest payable under the Note. (b) Any assignment from the Borrower shall retain for the Borrower such rights and interests as will permit it to Section 11.06(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to perform its obligations under this Agreement and, and any assignee from the Borrower shall assume in writing the obligations of the Borrower hereunder to the extent of the interest assigned by such Assignment and Assumptionassigned. (c) No assignment shall relieve the Borrower from primary liability for any of its obligations hereunder, have unless the rights and obligations of a Lender under this Agreementapproves the Borrower's release from liability. The Lender's consent to the Borrower's release is subject to the Lender's determination that the sale terms, transferee's creditworthiness, and management ability do not increase the assigning risk of default. (d) The Borrower shall give the Lender thereunder thirty (30) days prior written notice of any proposed sale or assignment and shall, within thirty (30) days after delivery thereof, furnish or cause to be furnished to the extent Lender a true and complete copy of each such assignment together with an instrument of assumption and an opinion of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled Borrower's counsel satisfactory to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement stating that does not comply with this subsection shall be treated for purposes provisions of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);4.2 have been complied with.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections Section 3.01, 3.04, 3.05 3.05, and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the |US-DOCS\126402975.16140630557.8|| interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, payable by the applicable Lender or prospective Lender, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and all applicable tax forms“know-your-customer” documents reasonably requested by the Administrative Agent. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Term Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d); (v) No such assignment shall be made to the Borrower or any of its Affiliates or Restricted Subsidiaries, except as set forth in Section 11.06(i);

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500; provided, however, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c10.06(c), from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection Section 10.06(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee in the amount of $3,500 (which 3,500; provided, however, that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall is not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about Borrowers and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee's compliance procedures and applicable tax formslaws, including Federal and state securities laws. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.014.01, 3.044.04, 3.05 4.05 and 11.04 12.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note one or more Notes to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d12.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which shall be paid by the assigning Lender), provided, however, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent)any assignment; provided provided, further, that only one no such fee shall be payable due in the event connection with an assignment to a Lender, an Affiliate of simultaneous assignments to a Lender or from two or more an Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its AffiliatesFund. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire Questionnaire. In connection with any proposed assignment, within five (5) Business Days of the receipt by the Lead Borrower of a written request (if any) by a Lender requesting a determination of whether a proposed assignee is not an Eligible Assignee due to such proposed assignee constituting a Competitor, the Lead Borrower shall respond in writing to such Lender with its good faith determination as to whether such proposed assignee is a Competitor and applicable tax formsany failure by the Lead Borrower to respond during such period shall be deemed an acknowledgment by the Lead Borrower that such proposed assignee is not a Competitor. Such requesting Lender agrees to provide such cooperation as may be reasonably requested by the Lead Borrower in connection with obtaining information relevant to such determination. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (d) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(e);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, that, the Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.043.05, 3.05 3.06, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date Closing Date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties 4.1 At the Effective Time: (a) AWA hereby conveys, assigns, transfers and sets over to each assignment shall execute US Airways all of the rights, title and deliver interests of AWA in, to and under the Administrative Agent an Assignment Code Share Agreement (including, without limitation, in respect of rights and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orinterests accruing, if previously agreed with the Administrative Agent, manually))arising or pertaining to, and shall pay to matters occurring during, the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately period prior to the assignmentEffective Time). (b) US Airways hereby accepts the conveyance, shall deliver assignment and transfer contained in sub-section (a) of this Section 4.1 and assumes and agrees to discharge, perform and satisfy all of the Administrative Agent an Administrative Questionnaire obligations, duties and applicable tax forms. Subject to acceptance and recording thereof by liabilities of AW A under the Administrative Agent pursuant to Section 11.06(c)Code Share Agreement, from in each case arising prior to, at and after the effective date specified Effective Time for the benefit of the Mesa Group in each Assignment the time and Assumption, manner required by the assignee thereunder Code Share Agreement to the same extent as if US Airways had executed and delivered the Code Share Agreement. US Airways further agrees that it shall be deemed to be a party to this the Code Share Agreement and, to and shall be bound by the extent terms and provisions of the interest assigned Code Share Agreement, and further agrees to observe and perform in favor of and for the benefit of the Mesa Group all obligations, duties and liabilities of AW A under the Code Share Agreement arising prior to, at and after the Effective Time. (c) The Mesa Group hereby consents to and accepts the conveyance, assignment and transfer by such Assignment AWA and Assumptionthe assumption by US Airways of all of the rights, have the rights title, interests, duties, liabilities and obligations of a Lender AWA in, to and under this the Code Share Agreement, and US Airways’ agreement to be bound by the assigning Lender thereunder shallterms and provisions of the Code Share Agreement and to perform all of AWA’s obligations, duties and liabilities under the Code Share Agreement pursuant to sub-sections (a) and (b) of this Section 4.1. (d) The Mesa Group releases AWA from its obligations, duties and liabilities to the extent Mesa Group arising at or after the Effective Time under the Code Share Agreement. (e) AWA releases the Mesa Group from its obligations, duties and liabilities to AWA arising at or after the Effective Time under the Code Share Agreement. (f) The Mesa Group agrees to observe and perform in favor of and for the benefit of US Airways all its obligations, duties and liabilities arising at or after the Effective Time under the Code Share Agreement. (g) At the Effective Time, all references to “America West Airlines, Inc.” and “AWA” shall be deleted and replaced with “US Airways, Inc.” and “US Airways”, respectively. (h) At the Effective Time, the notice address for AWA in Section 15.1 of the interest assigned by such Assignment and AssumptionCode Share Agreement will be amended as follows: “If to US Airways: US Airways, be released from its obligations under this Agreement Inc. 4▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: General Counsel Telephone: (and, in the case of an Assignment and Assumption covering all ▇▇▇) ▇▇▇-▇▇▇▇ Facsimile: (▇▇▇)▇▇▇-▇▇▇▇ Each of the assigning Lender’s foregoing events and agreements in this Section 4.1 is conditional upon the happening of the others and shall occur simultaneously. It is hereby agreed and acknowledged that the above-described assignment and assumption of the Code Share Agreement and the resulting releases and discharges of AWA by the Mesa Group, and of the Mesa Group by AWA, are without prejudice to any and all rights, obligations, claims and demands, including, without limitation, rights and obligations to indemnification under this the Code Share Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to which AWA or the benefits Mesa Group may have against each other in respect of Sections 3.01acts, 3.04omissions, 3.05 and 11.04 with respect to facts events and circumstances occurring arising prior to the effective date Effective Time. Notwithstanding anything contained herein, none of such assignment). Upon requestthe parties’ respective obligations, duties and liabilities under the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Code Share Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by increased, nor shall such Lender of a participation in such parties’ rights and obligations in accordance with Section 11.06(d);privileges under the Code Share Agreement be reduced, by reason of the transactions contemplated hereby.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.012.01, 3.042.04, 3.05 2.05, and 11.04 9.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d9.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits and subject to the requirements of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 5,000; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.04 and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsLender Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.04 and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Term Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties Capitalized terms used and not otherwise defined in this Assignment (including the exhibit hereto) will have the meanings ascribed to each assignment shall execute them in the Agreement. For good and deliver valuable consideration, the receipt and sufficiency of which are acknowledged, subject to the Administrative Agent an Assignment terms and Assumption (such Assignment conditions set forth in the Agreement, Assignor assigns to Assignee, its successors and Assumption to be delivered via an electronic settlement system reasonably acceptable assigns forever, the Liabilities of Assignor with respect to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsProject. Subject to acceptance the terms and recording thereof by conditions set forth in the Administrative Agent pursuant Agreement, ▇▇▇▇▇▇▇▇ accepts the foregoing assignment and agrees to Section 11.06(c)assume, from pay, satisfy, perform and discharge when due any and all of the Liabilities, whether known or unknown, accrued, absolute, contingent, determined, determinable or otherwise with respect to the Project, whether arising prior to or on or after the effective date specified in each Assignment and Assumption, Effective Date. Notwithstanding the assignee thereunder shall be a party to this Agreement andforegoing, to the extent that assignment of any item listed on Exhibit A requires consent, authorization, approval or waiver as provided in Section 2.5(a) of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and such consent, authorization, approval or waiver has not been obtained prior to or on the assigning Lender thereunder shallEffective Date, to then the extent assignment and assumption of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights liabilities and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts such item pursuant to this Assignment will not be effective until such consent, authorization, approval or waiver will have been obtained, and circumstances occurring prior the provisions of Section 2.5(a) and (b) of the Agreement will apply as applicable. When such consent, authorization, approval or waiver has been obtained, then the assignment and assumption of the Liabilities with respect to such item pursuant to this Assignment will be effective. This Assignment incorporates by reference the representations and warranties, and associated limitations and disclaimers, made in the Agreement with respect to the effective date Liabilities of such assignment)Assignor with respect to the Project and no others. Upon requestThis Assignment, being further documentation of the transactions contemplated by the Agreement, is subject in all respects to the terms and conditions of the Agreement. In the event of a conflict between any provision of this Assignment and any provision of the Agreement, the applicable Borrower (at its sole expense) shall execute provisions of the Agreement will control. This Assignment may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and deliver a Note to the assignee Lendersame agreement. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes A signed copy of this Agreement Assignment delivered by e-mail or other means of electronic transmission will be deemed to have the same legal effect as a sale delivery of an original signed copy of this Assignment. Executed by such Lender Assignor and Assignee to be effective as of a participation in such rights and obligations in accordance with Section 11.06(d);the Effective Date.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c10.06(c), from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s 's rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an administrative questionnaire in form and substance satisfactory to the Administrative Questionnaire and applicable tax formsAgent. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (d) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(e);.

Assignment and Assumption. The parties Upon the release of the Property and the Collateral in accordance with this Section 14, Borrower shall, at the request of Lender, assign all of its right, title and interest in and to each assignment the pledged Defeasance Collateral and all its obligations and rights under this Note, the Defeasance Security Agreement and the other Loan Documents, to a successor entity designated by Borrower and approved by Lender in its sole discretion. Such successor entity shall execute an assumption agreement in form and substance satisfactory to Lender in its sole discretion pursuant to which it shall assume Borrower's obligations under this Note, the Defeasance Security Agreement and the other Loan Documents. As conditions to such assignment and assumption, Borrower shall: (a) deliver to the Administrative Agent an Assignment Lender a new limited guaranty in form and Assumption (such Assignment and Assumption substance satisfactory to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced Lender in the its sole discretion executed by the principals of such successor entity; (b) deliver to Lender an opinion of counsel in form and substance and delivered by counsel satisfactory to Lender in its sole discretion stating, among other things, that such assumption agreement is enforceable against Borrower and such successor entity in accordance with its terms and that this Note, the Defeasance Security Agreement and the other Loan Documents, as so assumed, are enforceable against such successor entity in accordance with their respective terms; and (c) pay all costs and expenses incurred by Lender or its agents in connection with such assignment and assumption (including, without limitation, the review of the Administrative Agentproposed transferee and the preparation of the assumption agreement and related documentation); provided that only one . Upon such fee assumption, Borrower shall be payable in the event relieved of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Note, the Defeasance Security Agreement (and, in and the case of an Assignment and Assumption covering all other Loan Documents other than those obligations which are specifically intended to survive the payment of the assigning Loan or other termination, satisfaction or assignment of this Note, the Defeasance Security Agreement or the other Loan Documents or Lender’s 's exercise of its rights and obligations remedies under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date any of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute documents and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);instruments.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c), from a) With effect on and after the effective date specified Effective Date (as defined in each Assignment and AssumptionSection 5 hereof), the assignee thereunder Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, the Assigned Amount, which shall be equal to _____ percent (_____%) (the "Assignee's Percentage Share") of all of the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the Assignee's Percentage Share of [the Aggregate Commitment] [and any outstanding Loans]. The Sale, 94 assignment, purchase and assumption set forth in this Section 1(a) shall be without recourse to, or representation or warranty (except as expressly provided in this Agreement) by, the Assignor. (b) With effect on and after the Effective Date, the Assignee shall be a party to this the Credit Agreement and, and succeed to the extent all of the interest assigned by such Assignment and Assumption, have the rights and be obligated to perform all of the obligations of a Lender Bank under this the Credit Agreement, including the requirements concerning confidentiality[, with a Commitment in an amount equal to the Assigned Amount]. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Assignor shall relinquish its rights and Assumption, be released from its obligations under this the Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior extent such obligations have been assumed by the Assignee. (c) After giving effect to the effective date of such assignment)assignment and assumption, on the Effective Date the Assignee's Commitment will be $__________. Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note After giving effect to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall and assumption, on the Effective Date the Assignor's Commitment will be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);$__________.]

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender▇▇▇▇▇▇’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500; provided, that, the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)clause (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 176 3.04, 3.05 3.05, and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection clause (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which 3,500, provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee may be waived or reduced in the sole discretion case of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliatesassignment. The assignee, if it shall not be a Lender immediately prior to the assignmentLender, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax formsQuestionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 11.06(c)subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 3.04 and 11.04 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower Borrowers (at its sole their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d10.06(d);.

Assignment and Assumption. The (a) Subject to the conditions set forth in paragraph (b) below, any Bank may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and participations in the Letter of Credit at the time owned by it) with the prior written consent of: (i) the Applicant (such consent not to be unreasonably withheld), provided that no consent of the Applicant shall be required either (x) if an Event of Default has occurred and is continuing or (y) for an assignment to a Bank, an Affiliate of a Bank or an Approved Fund; (ii) the Administrative Agent (such consent not to be unreasonably withheld); and (iii) the Issuing Bank. (b) Assignments shall be subject to the following additional conditions: (i) except in the case of an assignment to a Bank or an Affiliate of a Bank or an assignment of the entire remaining amount of the assigning Bank’s Commitment, the amount of the Commitment of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Applicant and the Administrative Agent otherwise consent, provided that no such consent of the Applicant shall be required if an Event of Default has occurred and is continuing; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement; (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (orAssumption, if previously agreed together with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 3,500; and (which fee may be waived or reduced in iv) the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single Lender and no fee shall be payable for assignments among related funds or among any Lender and any of its Affiliates. The assignee, if it shall not be a Lender immediately prior to the assignmentBank, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof administrative questionnaire in a form supplied by the Administrative Agent pursuant to Section 11.06(c), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d);Agent.