Common use of Lender Assignment Clause in Contracts

Lender Assignment. Lender, at any time with not less than fifteen (15) days’ prior written notice to Borrower, may sell, transfer, assign, grant a participation in, and/or grant a security interest in all or any part of Lender's interest in the Loan, any payments due with respect thereto, this Agreement and any Transaction Documents (each, a "Lender Transfer"). Any purchaser, transferee, assignee or secured party of Lender (each a "Lender Assignee") shall have and may exercise all of Lender's rights hereunder with respect to the Loan, any payments due with respect thereto, this Agreement and any Transaction Documents, the Lien of Lender on the Collateral, and/or the other property or rights to which any such Lender Transfer relates. In such event, Lender Assignee shall have all of the rights, but none of the obligations (unless expressly and to the extent assumed by such Lender Assignee in writing) with respect the property or rights subject to the Lender Transfer. Lender shall be relieved of any obligations of Lender that have been assumed by Lender Assignee. Borrower acknowledges that Lender Transfers do not materially change Borrower’s Obligations under the Loan or Transaction Documents nor materially increase the burdens or risks imposed on Borrower. This Agreement (together with any Loan Schedules and Notes) constitutes "Chattel Paper" as defined by the UCC; the original counterpart of this Agreement (together with any Loan Schedules and Notes) designated by Lender in writing as the sole original shall constitute the sole original counterpart; and no security interest can be perfected by possession of any other duplicate original or counterpart, whether or not signed by the parties. Borrower acknowledges that Lender’s right to enter into an Lender Transfer is essential to Lender and, accordingly, waives any restrictions under Applicable Laws with respect to any Lender Transfer and any related remedies. Borrower shall not assert against any Lender Assignee any claim that Borrower may have against Lender; provided, however, that Borrower may assert any such claim in a separate action against Lender. Upon written notice of a Lender Transfer, Borrower shall: (i) promptly execute and deliver to Lender or to such Lender Assignee an acknowledgment of such Lender Transfer in form and substance satisfactory to the requesting party, an insurance certificate adding the Lender Assignee as loss payee and/or an additional insured, and such other documents and assurances, including estoppel certificates, as are reasonably requested by Lender or such Lender Assignee; and (ii) comply with all other reasonable requirements of any such Lender Assignee in connection with any such Lender Transfer. Following such Lender Transfer, the term “Lender” shall be deemed to include or refer to each Lender Assignee, as appropriate under the circumstances. Without limiting the foregoing, if a Lender Transfer is made to a partnership or trust, the term "Lender" as used herein shall mean and include the partnership or trust and shall also include, where applicable, each partner in or beneficiary of the partnership or trust. Borrower will provide reasonable assistance to Lender to complete any transaction contemplated by this Section 6.1.

Lender Assignment. Lender, Any Lender may at any time with not less than fifteen (15) days’ prior written notice assign to Borrower, may sell, transfer, assign, grant a participation in, and/or grant a security interest in all one or any part of Lender's interest in the Loan, any payments due with respect thereto, this Agreement and any Transaction Documents more Eligible Assignees (each, an “Assignee”) all or a "portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender Transfer"or an Affiliate of a Lender or an Approved Fund managed by a particular Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date, shall not be less than $10,000,000 (and shall be in an integral multiple of $2,500,000). Any purchaser, transfereeand, assignee or secured party after such assignment, no Lender shall hold a Commitment of Lender less than $5,000,000; (ii) each partial assignment shall be made as an assignment of a "Lender Assignee") shall have proportionate part of all the assigning Lender’s rights and may exercise all of Lender's rights hereunder obligations under this Agreement with respect to the Loan, any payments due with respect thereto, this Agreement and any Transaction Documents, Loans or the Lien of Lender on Commitment assigned; (iii) the Collateral, and/or the other property or rights parties to which any such Lender Transfer relates. In such event, Lender Assignee each assignment shall have all of the rights, but none of the obligations (unless expressly and to the extent assumed by such Lender Assignee in writing) with respect the property or rights subject to the Lender Transfer. Lender shall be relieved of any obligations of Lender that have been assumed by Lender Assignee. Borrower acknowledges that Lender Transfers do not materially change Borrower’s Obligations under the Loan or Transaction Documents nor materially increase the burdens or risks imposed on Borrower. This Agreement (together with any Loan Schedules and Notes) constitutes "Chattel Paper" as defined by the UCC; the original counterpart of this Agreement (together with any Loan Schedules and Notes) designated by Lender in writing as the sole original shall constitute the sole original counterpart; and no security interest can be perfected by possession of any other duplicate original or counterpart, whether or not signed by the parties. Borrower acknowledges that Lender’s right to enter into an Lender Transfer is essential to Lender and, accordingly, waives any restrictions under Applicable Laws with respect to any Lender Transfer and any related remedies. Borrower shall not assert against any Lender Assignee any claim that Borrower may have against Lender; provided, however, that Borrower may assert any such claim in a separate action against Lender. Upon written notice of a Lender Transfer, Borrower shall: (i) promptly execute and deliver to Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500 (except in the case of a transfer at the demand of Borrower under Section 9.15, in which case Borrower or the transferee Lender or to shall pay such Lender Assignee an acknowledgment of such Lender Transfer in form and substance satisfactory to the requesting party, an insurance certificate adding the Lender Assignee as loss payee and/or an additional insured, and such other documents and assurances, including estoppel certificates, as are reasonably requested by Lender or such Lender Assigneefee); and (iiiv) the assigning Lender shall deliver any Notes evidencing such Loans to Borrower or Administrative Agent (and Administrative Agent shall deliver such Notes to Borrower). Subject to acceptance and recording thereof by Administrative Agent pursuant to subparagraph (c) of this Section 9.13, from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, 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 Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement 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 and be subject to the obligations under Sections 2.15, 2.18 and 2.19 and 9.6 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and upon surrender by the assigning Lender of its Note, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender, and the applicable existing Note or Notes shall be returned to Borrower. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with all other reasonable requirements this subsection shall be treated for purposes of any this Agreement as a sale by such Lender Assignee of a participation in connection such rights and obligations in accordance with any such Lender Transfer. Following such Lender Transfer, the term “Lender” shall be deemed to include or refer to each Lender Assignee, as appropriate under the circumstances. Without limiting the foregoing, if a Lender Transfer is made to a partnership or trust, the term "Lender" as used herein shall mean and include the partnership or trust and shall also include, where applicable, each partner in or beneficiary subparagraph (d) of the partnership or trust. Borrower will provide reasonable assistance to Lender to complete any transaction contemplated by this Section 6.19.13.

Lender Assignment. Lender, Any Lender may at any time with not less than fifteen (15) days’ prior written notice assign to Borrower, may sell, transfer, assign, grant a participation in, and/or grant a security interest in all one or any part of Lender's interest in the Loan, any payments due with respect thereto, this Agreement and any Transaction Documents more Eligible Assignees (each, an “Assignee”) all or a "portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subparagraph (b) participations in Letter of Credit Liability) at the time owing to it); provided that: (i) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender Transfer"or an Affiliate of a Lender or an Approved Fund managed by a particular Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date, shall not be less than $10,000,000 (and shall be in an integral multiple of $2,500,000). Any purchaser, transfereeand, assignee or secured party after such assignment, no Lender shall hold a Commitment of Lender less than $5,000,000; (ii) each partial assignment shall be made as an assignment of a "Lender Assignee") shall have proportionate part of all the assigning Lender’s rights and may exercise all of Lender's rights hereunder obligations under this Agreement with respect to the Loan, any payments due with respect thereto, this Agreement and any Transaction Documents, Loans or the Lien of Lender on Commitment assigned; (iii) the Collateral, and/or the other property or rights parties to which any such Lender Transfer relates. In such event, Lender Assignee each assignment shall have all of the rights, but none of the obligations (unless expressly and to the extent assumed by such Lender Assignee in writing) with respect the property or rights subject to the Lender Transfer. Lender shall be relieved of any obligations of Lender that have been assumed by Lender Assignee. Borrower acknowledges that Lender Transfers do not materially change Borrower’s Obligations under the Loan or Transaction Documents nor materially increase the burdens or risks imposed on Borrower. This Agreement (together with any Loan Schedules and Notes) constitutes "Chattel Paper" as defined by the UCC; the original counterpart of this Agreement (together with any Loan Schedules and Notes) designated by Lender in writing as the sole original shall constitute the sole original counterpart; and no security interest can be perfected by possession of any other duplicate original or counterpart, whether or not signed by the parties. Borrower acknowledges that Lender’s right to enter into an Lender Transfer is essential to Lender and, accordingly, waives any restrictions under Applicable Laws with respect to any Lender Transfer and any related remedies. Borrower shall not assert against any Lender Assignee any claim that Borrower may have against Lender; provided, however, that Borrower may assert any such claim in a separate action against Lender. Upon written notice of a Lender Transfer, Borrower shall: (i) promptly execute and deliver to Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500 (except in the case of a transfer at the demand of Borrower under Section 9.15, in which case Borrower or the transferee Lender or to shall pay such Lender Assignee an acknowledgment of such Lender Transfer in form and substance satisfactory to the requesting party, an insurance certificate adding the Lender Assignee as loss payee and/or an additional insured, and such other documents and assurances, including estoppel certificates, as are reasonably requested by Lender or such Lender Assigneefee); and (iiiv) the assigning Lender shall deliver any Notes evidencing such Loans to Borrower or Administrative Agent (and Administrative Agent shall deliver such Notes to Borrower). Subject to acceptance and recording thereof by Administrative Agent pursuant to subparagraph (c) of this Section 9.13, from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, 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 Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement 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 and be subject to the obligations under Sections 2.16, 2.19 and 2.20 and 9.6 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and upon surrender by the assigning Lender of its Note, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender, and the applicable existing Note or Notes shall be returned to Borrower. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with all other reasonable requirements this subsection shall be treated for purposes of any this Agreement as a sale by such Lender Assignee of a participation in connection such rights and obligations in accordance with any such Lender Transfer. Following such Lender Transfer, the term “Lender” shall be deemed to include or refer to each Lender Assignee, as appropriate under the circumstances. Without limiting the foregoing, if a Lender Transfer is made to a partnership or trust, the term "Lender" as used herein shall mean and include the partnership or trust and shall also include, where applicable, each partner in or beneficiary subparagraph (d) of the partnership or trust. Borrower will provide reasonable assistance to Lender to complete any transaction contemplated by this Section 6.19.13.

Lender Assignment. Section 14.6(1) of the Credit Agreement is hereby amended by adding the following as a new Section 14.6(1): (1) Any Lender may, with the prior written consent of each of the Borrower, each Swingline Lender and the Agent, which consents shall not be unreasonably withheld, conditioned or delayed, assign an interest in its Commitment, its Rateable Portion of the Loans and its rights under the Documents; provided that (a) such consent of (i) the Borrower shall not be required during the continuance of an Event of Default and (ii) the consent of the Borrower, each Swingline Lender and the Agent shall not be required if such assignment is to a Lender or an Affiliate of a Lender, at any time (b) except during the continuance of an Event of Default or except with the consent of the Borrower and the Agent, such consents not to be unreasonably withheld, conditioned or delayed, no Lender shall, without the consent of the Borrower and the Agent, assign an interest in its Commitment if the effect of the same would be to have a Lender with a Commitment of less than fifteen U.S.$25,000,000 (15such amount to be reduced in proportion to any partial reductions in the Credit Facility), (c) days’ prior written notice it shall be a precondition to Borrowerany such assignment that the contemplated assignee Lender shall have paid to the Agent, may sellfor the Agent’s own account, transfera transfer fee of U.S.$3,500.00, assign, grant a participation in, and/or grant a security interest in all and (d) no such assignment shall be made to (i) the Borrower or any part of Lender's interest in the LoanBorrower’s Affiliates or Subsidiaries or (ii) to a natural person (or a holding company, any payments due with respect theretoinvestment vehicle or trust for, this Agreement or owned and any Transaction Documents (eachoperated for the primary benefit of, a "Lender Transfer"natural person). Any purchaserUpon any such assignment, transferee, assignee or secured party of the assigning Lender (each a "Lender Assignee") shall have and may exercise all of Lender's rights no further obligation hereunder with respect to the Loan, such interest. Upon any payments due with respect thereto, this Agreement and any Transaction Documentssuch assignment, the Lien assigning Lender, the assignee Lender, the Agent and, if applicable, the Borrower shall execute and deliver an Assignment Agreement. Subject to the provisions of Lender on Section 9.2(b), the Collateral, and/or Borrower shall not assign its rights or obligations hereunder without the other property or rights to which any such Lender Transfer relates. In such event, Lender Assignee shall have prior written consent of all of the rights, but none of the obligations (unless expressly and to the extent assumed by such Lender Assignee in writing) with respect the property or rights subject to the Lender Transfer. Lender shall be relieved of any obligations of Lender that have been assumed by Lender Assignee. Borrower acknowledges that Lender Transfers do not materially change Borrower’s Obligations under the Loan or Transaction Documents nor materially increase the burdens or risks imposed on Borrower. This Agreement (together with any Loan Schedules and Notes) constitutes "Chattel Paper" as defined by the UCC; the original counterpart of this Agreement (together with any Loan Schedules and Notes) designated by Lender in writing as the sole original shall constitute the sole original counterpart; and no security interest can be perfected by possession of any other duplicate original or counterpart, whether or not signed by the parties. Borrower acknowledges that Lender’s right to enter into an Lender Transfer is essential to Lender and, accordingly, waives any restrictions under Applicable Laws with respect to any Lender Transfer and any related remedies. Borrower shall not assert against any Lender Assignee any claim that Borrower may have against Lender; provided, however, that Borrower may assert any such claim in a separate action against Lender. Upon written notice of a Lender Transfer, Borrower shall: (i) promptly execute and deliver to Lender or to such Lender Assignee an acknowledgment of such Lender Transfer in form and substance satisfactory to the requesting party, an insurance certificate adding the Lender Assignee as loss payee and/or an additional insured, and such other documents and assurances, including estoppel certificates, as are reasonably requested by Lender or such Lender Assignee; and (ii) comply with all other reasonable requirements of any such Lender Assignee in connection with any such Lender Transfer. Following such Lender Transfer, the term “Lender” shall be deemed to include or refer to each Lender Assignee, as appropriate under the circumstances. Without limiting the foregoing, if a Lender Transfer is made to a partnership or trust, the term "Lender" as used herein shall mean and include the partnership or trust and shall also include, where applicable, each partner in or beneficiary of the partnership or trust. Borrower will provide reasonable assistance to Lender to complete any transaction contemplated by this Section 6.1Lenders.

Lender Assignment. Lender, Any Lender may at any time with not less than fifteen (15) days’ prior written notice assign to Borrower, may sell, transfer, assign, grant a participation in, and/or grant a security interest in all one or any part of Lender's interest in the Loan, any payments due with respect thereto, this Agreement and any Transaction Documents more Eligible Assignees (each, an “Assignee”) all or a "Lender Transfer"portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it). Any purchaser; provided that: (i) the prior written consent of the Borrower (such consent not to be unreasonably withheld, transferee, assignee conditioned or secured party of Lender (each a "Lender Assignee"delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund, (ii) except in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund managed by a particular Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to each such assignment, determined as of the date the Assignment and Assumption Agreement with respect to such assignment is delivered to Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption Agreement, as of the Trade Date, shall not be less than $5,000,000 (and shall be in an integral multiple of $1,000,000.00), and, after such assignment, no Lender shall hold a Commitment of less than $10,000,000 (unless, in the case of an assigning Lender, such Lender shall have and may exercise assigned all of its Loans and Commitments); (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's ’s rights hereunder and obligations under this Agreement with respect to the Loan, any payments due with respect thereto, this Agreement and any Transaction Documents, Loans or the Lien of Lender on Commitment assigned; (iv) the Collateral, and/or the other property or rights parties to which any such Lender Transfer relates. In such event, Lender Assignee each assignment shall have all of the rights, but none of the obligations (unless expressly and to the extent assumed by such Lender Assignee in writing) with respect the property or rights subject to the Lender Transfer. Lender shall be relieved of any obligations of Lender that have been assumed by Lender Assignee. Borrower acknowledges that Lender Transfers do not materially change Borrower’s Obligations under the Loan or Transaction Documents nor materially increase the burdens or risks imposed on Borrower. This Agreement (together with any Loan Schedules and Notes) constitutes "Chattel Paper" as defined by the UCC; the original counterpart of this Agreement (together with any Loan Schedules and Notes) designated by Lender in writing as the sole original shall constitute the sole original counterpart; and no security interest can be perfected by possession of any other duplicate original or counterpart, whether or not signed by the parties. Borrower acknowledges that Lender’s right to enter into an Lender Transfer is essential to Lender and, accordingly, waives any restrictions under Applicable Laws with respect to any Lender Transfer and any related remedies. Borrower shall not assert against any Lender Assignee any claim that Borrower may have against Lender; provided, however, that Borrower may assert any such claim in a separate action against Lender. Upon written notice of a Lender Transfer, Borrower shall: (i) promptly execute and deliver to Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500.00 (except in the case of a transfer at the demand of Borrower under Section 9.15 hereof, in which case Borrower or the transferee Lender shall pay such fee), (v) the assigning Lender shall deliver any Notes evidencing such Loans to Borrower or Administrative Agent (and Administrative Agent shall deliver such Notes to Borrower) and (vi) such Lender shall simultaneously assign a proportionate part of its Commitments and Loans (each as defined in the Revolving Credit Agreement) under the Revolving Credit Agreement to the assignee Lender. Subject to acceptance and recording thereof by Administrative Agent pursuant to subparagraph (c) of this Section 9.13, from and after the effective date specified in each Assignment and Assumption Agreement, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption Agreement, 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 Agreement, be released from its obligations under this Agreement (and, in the case of an acknowledgment Assignment and Assumption Agreement 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 and be subject to the obligations under Sections 2.16, 2.19, 2.20, 9.6 and 9.7 hereof with respect to facts and circumstances occurring prior to the effective date of such Lender Transfer in form and substance satisfactory assignment); provided that except to the requesting partyextent otherwise expressly agreed by the affected parties, an insurance certificate adding the no assignment by a Defaulting Lender Assignee as loss payee and/or an additional insuredwill constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, and such other documents upon surrender by the assigning Lender of its Note, Borrower (at its expense) shall execute and assurancesdeliver a Note to the assignee Lender, including estoppel certificates, and the applicable existing Note or Notes shall be returned to Borrower. 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 are reasonably requested a sale by Lender or such Lender Assignee; of a participation in such rights and obligations in accordance with subparagraph (iid) comply with all other reasonable requirements of any such Lender Assignee in connection with any such Lender Transfer. Following such Lender Transfer, the term “Lender” shall be deemed to include or refer to each Lender Assignee, as appropriate under the circumstances. Without limiting the foregoing, if a Lender Transfer is made to a partnership or trust, the term "Lender" as used herein shall mean and include the partnership or trust and shall also include, where applicable, each partner in or beneficiary of the partnership or trust. Borrower will provide reasonable assistance to Lender to complete any transaction contemplated by this Section 6.19.13.

Lender Assignment. LenderLender may assign or transfer the Loan and/or the Loan Documents or sell all or a portion of the Loan or securitize all or a portion of the Loan in one or more transactions through the issuance of participation interests or the issuance of mortgage pass-through certificates or other securities evidencing ownership of all or a portion of the Loan or beneficial interests in the Loan, at any time with not less than fifteen in one or more rated or unrated public or private transactions to a third party or parties (15each, a "Covered Transaction") days’ prior written notice without the consent of or Notice to Borrower. In any Covered Transaction, one or more of such assignees or transferees may sellbe assigned the rights of Lender hereunder, transferand such assignee or transferee will succeed to the rights and obligations of Lender under the Loan Documents, assignand the assigning Lender will be automatically released from any obligations under this Agreement and/or the other Loan Documents upon assumption by the assignee of the assigning Lender's obligations under this Agreement. Borrower agrees that, grant a participation inupon request, and/or grant a security interest it will cooperate with Lender and use its reasonable efforts to facilitate the consummation of each Covered Transaction, including, (a) delivering estoppels, opinions, tax certificates and other documents, each in all form and substance reasonably acceptable to Lender; and (b) providing additional information, or granting reasonable access, in order to obtain such information, as may reasonably be required. Borrower hereby agrees that Lender may forward to each potential purchaser, transferee, assignee, any entity appointed by Lender to service the Loan, or any part trustee, participant, certificate holder, investor or rating agency in each such Covered Transaction, all documents and information which Lender now has or may hereafter acquire relating to the Loan, Borrower, Borrower Parties, Guarantor and/or the Property which will have been furnished by Borrower or any other Person in connection with the Loan now or in the future, as Lender may, in its sole discretion, determine is necessary or advisable. Any assignee of Lender's interest in the LoanLoan or the Loan Documents will take the same free and clear of any claims of offset, counterclaim or defense that are unrelated to the Loan or the Loan Documents that Borrower may otherwise claim against any payments due with respect theretoassignor, this Agreement and no such unrelated claim of offset, counterclaim or defense will be asserted by Borrower in any Transaction Documents (each, a "action or proceeding brought by any such assignee under any of the Loan Documents. Borrower agrees that Lender Transfer"). Any purchaser, transferee, assignee may disclose such information as it deems necessary or secured party of Lender (each a "Lender Assignee") shall have and may exercise all of Lender's rights hereunder with respect to advisable regarding the Loan, Borrower, any payments due with respect theretoGuarantor, this Agreement and any Transaction Documents, the Lien of Lender on the Collateral, Borrower Party and/or the other property or rights to which any such Lender Transfer relates. In such event, Lender Assignee shall have all of the rights, but none of the obligations (unless expressly and to the extent assumed by such Lender Assignee in writing) with respect the property or rights subject to the Lender Transfer. Lender shall be relieved of any obligations of Lender that have been assumed by Lender Assignee. Borrower acknowledges that Lender Transfers do not materially change Borrower’s Obligations under the Loan or Transaction Documents nor materially increase the burdens or risks imposed on Borrower. This Agreement (together with any Loan Schedules and Notes) constitutes "Chattel Paper" as defined by the UCC; the original counterpart of this Agreement (together with any Loan Schedules and Notes) designated by Lender in writing as the sole original shall constitute the sole original counterpart; and no security interest can be perfected by possession of any other duplicate original or counterpart, whether or not signed by the parties. Borrower acknowledges that Lender’s right to enter into an Lender Transfer is essential to Lender and, accordingly, waives any restrictions under Applicable Laws with respect to any Lender Transfer and any related remedies. Borrower shall not assert against any Lender Assignee any claim that Borrower may have against Lender; provided, however, that Borrower may assert any such claim in a separate action against Lender. Upon written notice of a Lender Transfer, Borrower shall: (i) promptly execute and deliver to Lender or to such Lender Assignee an acknowledgment of such Lender Transfer in form and substance satisfactory to the requesting party, an insurance certificate adding the Lender Assignee as loss payee and/or an additional insured, and such other documents and assurances, including estoppel certificates, as are reasonably requested by Lender or such Lender Assignee; and (ii) comply with all other reasonable requirements of any such Lender Assignee Property in connection with any such Lender Transfer. Following such Lender Transferdisclosure required by Lender, or as may be required by any applicable federal or state securities or other disclosure Laws or as may be necessary in connection with the term “preparation of audited or unaudited financial statements of Lender” shall be deemed to include or refer to each Lender Assignee, as appropriate under the circumstances. Without limiting the foregoing, if a Lender Transfer is made to a partnership or trust, the term "Lender" as used herein shall mean and include the partnership or trust and shall also include, where applicable, each partner in or beneficiary of the partnership or trust. Borrower will provide reasonable assistance to Lender to complete any transaction contemplated by this Section 6.1.

Lender Assignment. Any Lender may assign to 1 or more Eligible Assignees (as defined below) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Accommodations at the time outstanding to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment, at any time the amount of the Commitment of the assigning Lender subject to each such assignment (determined as of the date the Lender Transfer Agreement with respect to such assignment is delivered to the Agent) shall not be less than fifteen (15) days’ prior written notice to Borrower$10,000,000 unless each of the Agent and, may sell, transfer, assign, grant so long as a participation in, and/or grant a security interest in all or any part of Lender's interest in the Loan, any payments due with respect thereto, this Agreement and any Transaction Documents (each, a "Lender Transfer"). Any purchaser, transferee, assignee or secured party of Lender (each a "Lender Assignee") shall have and may exercise all of Lender's rights hereunder Credit Event with respect to the LoanBorrower or, any payments due with respect theretowithout limiting the foregoing, this Agreement an Event of Default has not occurred and any Transaction Documentsis then continuing, the Lien of Lender on the CollateralBorrower otherwise consents in its discretion, and/or the other property or rights to which any such Lender Transfer relates. In such event, Lender Assignee shall have all of the rights, but none of the obligations (unless expressly and to the extent assumed by such Lender Assignee in writingii) with respect the property or rights subject to the Lender Transfer. Lender each partial assignment shall be relieved of any obligations of Lender that have been assumed by Lender Assignee. Borrower acknowledges that Lender Transfers do not materially change Borrower’s Obligations under the Loan or Transaction Documents nor materially increase the burdens or risks imposed on Borrower. This Agreement (together with any Loan Schedules and Notes) constitutes "Chattel Paper" made as defined by the UCC; the original counterpart of this Agreement (together with any Loan Schedules and Notes) designated by Lender in writing as the sole original shall constitute the sole original counterpart; and no security interest can be perfected by possession of any other duplicate original or counterpart, whether or not signed by the parties. Borrower acknowledges that Lender’s right to enter into an Lender Transfer is essential to Lender and, accordingly, waives any restrictions under Applicable Laws with respect to any Lender Transfer and any related remedies. Borrower shall not assert against any Lender Assignee any claim that Borrower may have against Lender; provided, however, that Borrower may assert any such claim in a separate action against Lender. Upon written notice assignment of a Lender Transferproportionate part of all the assigning Lender's rights and obligations under this Agreement, Borrower shall: and (iiii) promptly the parties to each assignment shall execute and deliver to the Agent a Lender or Transfer Agreement, together with a processing and recordation fee of $5,000, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Agent an administrative questionnaire. Subject to such conditions, and acceptance and recording thereof by the Agent, from and after the effective date specified in each Lender Transfer Agreement, the Eligible Assignee an acknowledgment thereunder shall be a party hereto and, to the extent of the interest assigned by such Lender Transfer in form Agreement, have the rights and substance satisfactory obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the requesting party, an insurance certificate adding extent of the Lender Assignee as loss payee and/or an additional insured, and such other documents and assurances, including estoppel certificates, as are reasonably requested interest assigned by Lender or such Lender Assignee; and Transfer Agreement, be released from its obligations under this Agreement (ii) comply with all other reasonable requirements and, in the case of any such Lender Assignee in connection with any such Lender Transfer. Following such Lender Transfer, the term “Lender” shall be deemed to include or refer to each Lender Assignee, as appropriate under the circumstances. Without limiting the foregoing, if a Lender Transfer is made to a partnership or trust, the term "Lender" as used herein shall mean and include the partnership or trust and shall also include, where applicable, each partner in or beneficiary Agreement covering all of the partnership 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 the indemnities in this Agreement). Any assignment or trust. Borrower will provide reasonable assistance to transfer by a Lender to complete any transaction contemplated by of rights or obligations under this Agreement that does not comply with this Section 6.113.1(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 13.1(c).

Lender Assignment. Lender, Lender may at any time time, with not less than fifteen (15) days’ prior written notice to Borrowerto, may but without the consent of, Borrower or any Guarantor, sell, transfer, assign, grant a participation in, and/or grant a security interest in all or any part of Lender's ’s interest in the Loan, any payments due with respect thereto, this Master Agreement and any Transaction Documents (each, a "“Lender Transfer"”); provided, that Lender not consummate a Lender Transfer to (A) any natural person or any company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof, or (B) any person who is a competitor of the Borrower or any Guarantor or any affiliate of the foregoing, in each case, without prior written approval of Borrower (it being acknowledged and agreed that a financial institution or other finance company or business entity whose primary business is to provide financing or other financial accommodations is not a competitor of Borrower); provided that, notwithstanding anything to the contrary in Section 1.5, if such Lender Transfer would be materially detrimental to Borrower (in the reasonable judgment of B▇▇▇▇▇▇▇), Borrower may prepay in full within thirty (30) days of such Lender Transfer the applicable Note or Notes, without paying any Prepayment Premium (or any other penalty or premium). Any purchaser, transferee, assignee or secured party of Lender subject to a Lender Transfer permitted hereunder (each a "“Lender Assignee"”) shall have and may exercise all of Lender's L▇▇▇▇▇’s rights hereunder with respect to the Loan, any payments due with respect thereto, this Master Agreement and any Transaction Documents, the Lien of Lender on the Collateral, and/or the other property or rights to which any such Lender Transfer relates. In such event, Lender Assignee shall have all of the rights, but none of the obligations (unless expressly and to the extent assumed by such Lender Assignee in writing) with respect the property or rights subject to the Lender Transfer. Lender shall be relieved of any obligations of Lender that have been assumed by Lender AssigneeL▇▇▇▇▇ ▇▇▇▇▇▇▇▇. Borrower acknowledges that Lender Transfers do not materially change Borrower’s Obligations under the Loan or Transaction Documents nor materially increase the burdens or risks imposed on Borrower. This Agreement (together with any Each Loan Schedules Schedule, as it incorporates this Master Agreement, and Notes) constitutes "the related Note shall collectively constitute “Chattel Paper" ” as defined by the UCC; the original counterpart of this Agreement (together with any a Loan Schedules Schedule and Notes) the related Note designated by Lender L▇▇▇▇▇ in writing as the sole original shall constitute the sole original counterpart; and no security interest can be perfected by possession of any other duplicate original or counterpart, whether or not signed by the parties. Borrower acknowledges that LenderL▇▇▇▇▇’s right to enter into an a Lender Transfer is essential to Lender and, accordingly, waives any restrictions under Applicable Laws with respect to any Lender Transfer and any related remedies. Borrower shall not assert against any Lender Assignee any claim that Borrower may have against LenderL▇▇▇▇▇; provided, however, that Borrower may assert any such claim in a separate action against LenderL▇▇▇▇▇. Upon written notice of a Lender Transfer, Borrower shall: (i) promptly execute and deliver to Lender or to such Lender Assignee an acknowledgment of such Lender Transfer in form and substance reasonably satisfactory to the requesting party, an insurance certificate adding the Lender Assignee as loss payee and/or an additional insured, and such other documents and assurances, including estoppel certificates, as are reasonably requested by Lender or such Lender Assignee; and (ii) comply with all other reasonable requirements of any such Lender Assignee in connection with any such Lender Transfer. Lender shall promptly deliver to Borrower the information necessary for Borrower to maintain the Register regarding any Lender Transfer and any Lender Assignee. Following such Lender Transfer, the term “Lender” shall be deemed to include or refer to each Lender Assignee, as appropriate under the circumstances. Without limiting the foregoing, if a Lender Transfer is made to a partnership or trust, the term "“Lender" ” as used herein shall mean and include the partnership or trust and shall also include, where applicable, each partner in or beneficiary of the partnership or trust. Borrower will provide reasonable assistance to Lender to complete any transaction contemplated by this Section 6.1.

Lender Assignment. Any Lender may assign to one or more banks or other entities all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment, its Pro Rata Share of outstanding Loans, and any Note held by it); provided that: (a) each such assignment shall be of a constant, and not a varying, percentage of such Lender’s rights and obligations assigned under this Agreement and shall be an equal percentage with respect to both its obligations owing in respect of the Commitments and the related Loans; (b) the amount of the Commitment and Loans being assigned by such Lender pursuant to each such assignment (determined as of the date of the Assignment and Assumption Agreement with respect to such assignment) shall be, if to an entity other than a Lender, at any time with not less than fifteen $5,000,000 (15or, if less, the amount of its remaining Commitments and Loans in connection with an assignment of all such remaining Commitments and Loans) days’ prior written notice to Borrowerand, may sell, transfer, assign, grant a participation in, and/or grant a security interest in all or any part of Lender's interest in the Loan, any payments due with respect thereto, this Agreement and any Transaction Documents (each, a "Lender Transfer"). Any purchaser, transferee, assignee or secured party of Lender (each a "Lender Assignee") shall have and may exercise all of Lender's rights hereunder with respect to the Loanamounts equal to $5,000,000 or greater, any payments due with respect thereto, this Agreement and any Transaction Documents, the Lien of Lender on the Collateral, and/or the other property or rights to which any such Lender Transfer relates. In such event, Lender Assignee shall have all of the rights, but none of the obligations (unless expressly and to the extent assumed by such Lender Assignee in writing) with respect the property or rights subject to the Lender Transfer. Lender shall be relieved an integral multiple of any obligations of Lender that have been assumed by Lender $1,000,000 in excess thereof; (c) each such assignment shall be to an Eligible Assignee. Borrower acknowledges that Lender Transfers do not materially change Borrower’s Obligations under ; (d) the Loan or Transaction Documents nor materially increase the burdens or risks imposed on Borrower. This Agreement (together with any Loan Schedules and Notes) constitutes "Chattel Paper" as defined by the UCC; the original counterpart of this Agreement (together with any Loan Schedules and Notes) designated by Lender in writing as the sole original parties to each such assignment shall constitute the sole original counterpart; and no security interest can be perfected by possession of any other duplicate original or counterpart, whether or not signed by the parties. Borrower acknowledges that Lender’s right to enter into an Lender Transfer is essential to Lender and, accordingly, waives any restrictions under Applicable Laws with respect to any Lender Transfer and any related remedies. Borrower shall not assert against any Lender Assignee any claim that Borrower may have against Lender; provided, however, that Borrower may assert any such claim in a separate action against Lender. Upon written notice of a Lender Transfer, Borrower shall: (i) promptly execute and deliver to Lender or the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Assumption Agreement, together with any Notes subject to such assignment; and (e) each Eligible Assignee (other than the Eligible Assignee of the Administrative Agent) shall pay to the Administrative Agent a $3,500 administrative fee. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Assumption Agreement, which effective date shall be at least three (3) Business Days after the execution thereof: (a) the assignee thereunder shall be a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption Agreement, have the rights and obligations of a Lender Assignee hereunder; and (b) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption Agreement, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an acknowledgment Assignment and Assumption Agreement covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender Transfer in form shall cease to be a party hereto). Unless an Event of Default has occurred, any Lender intending to assign all or any portion of its rights and substance satisfactory obligations under this Agreement to another lending institution shall provide the requesting party, an insurance certificate adding the Lender Assignee as loss payee and/or an additional insuredBorrower with prior notice of such Lender’s intent to assign, and such other documents and assurances, including estoppel certificates, as are reasonably requested by Lender or notice shall include the name of the lending institution to which such Lender Assignee; and (ii) comply with all other reasonable requirements of any is contemplating making such Lender Assignee in connection with any such Lender Transfer. Following such Lender Transfer, the term “Lender” shall be deemed to include or refer to each Lender Assignee, as appropriate under the circumstances. Without limiting the foregoing, if a Lender Transfer is made to a partnership or trust, the term "Lender" as used herein shall mean and include the partnership or trust and shall also include, where applicable, each partner in or beneficiary of the partnership or trust. Borrower will provide reasonable assistance to Lender to complete any transaction contemplated by this Section 6.1assignment.