Common use of Notice of Assignment Clause in Contracts

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit of the lenders from time to time (collectively, the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned to the Administrative Agent. The Borrower hereby consents to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) all rights, powers, and remedies with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made directly to the Administrative Agent for the Administrative Agent’s benefit; c) the Borrower will direct all reports, notices, and communications with respect to this Loan Agreement (including without limitation, financial reports and notices related to borrowing, fixing rates, covenants, and defaults) to the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once made. Any transfer of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writing.

Notice of Assignment. Obligations The Debtor and the Lender hereby notify and confirm to the Lessee that the Debtor has granted to the Lender a security interest and an International Interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest (including its International Interest as lessor under this Loan Agreement the Contract) in and one to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under the Contract, and that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or more related promissory notes the GSA and that its rights as assignee under the Assignment have been pledged become exercisable (such notice, a "Default Notice"). The Debtor and the Lender agree that until the Lender issues a Default Notice to CoBankthe Lessee, ACBthe Debtor (and not the Lender) shall be entitled to the benefits, as administrative agent and remain obligated to perform all of the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: (“Administrative Agent”i) the Lessee shall not recognize the exercise by the Debtor of any of its rights and powers under the Contract and (ii) the Lessee shall perform, observe and comply with all of its undertakings and obligations under the Contract in the Lender's favour and for the benefit of the lenders from time Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to time (collectivelythe Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the “Banks”) obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender under that certain Credit Agreement dated as to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of April 17, 2017, by the Contract to the Lender pursuant to the Assignment and among the Lender, Administrative Agent, any Guarantors hereafter party thereto and the Banks (as amended, restated, modified, or supplemented from time to time hereafter's agreements hereunder, the "Credit Agreement"), and may be transferred or assigned Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Administrative Agent. The Borrower hereby consents Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to such pledge and any resulting transfer or assignment and further acknowledges and agrees that make all payments in respect of the event of such transfer or assignment: a) all rights, powers, and remedies with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made Contract directly to the Administrative Agent for the Administrative Agent’s benefit; c) the Borrower will direct all reports, notices, Lender and communications with respect to this Loan Agreement (including without limitation, financial reports and notices related to borrowing, fixing rates, covenants, and defaults) not to the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative AgentDebtor; and e) exercise all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff of its rights pursuant to the GSA and the Borrower will not seek Assignment, including the right to recover from the Administrative Agent for any such payment once made. Any transfer of this Loan Agreement, other than to the Administrative Agent, will violate the rights dispose of the Administrative Agent, as secured party unless Aircraft and assign the Administrative Agent consents Contract to such transfer in writing.person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]

Notice of Assignment. Obligations The Debtor and the Lender hereby notify and confirm to the Lessee that the Debtor has granted to the Lender a security interest in and to all of the Debtor's right, title and interest in and to the Aircraft and a security interest and assignment of the Contract and all of the Debtor's right, title and interest in and to the Contract including, but not limited to, all rents and other amounts payable by the Lessee to the Debtor under this Loan Agreement the Contract, and one that the Debtor has granted the Assignment to the Lender (collectively, the “Lender’s Security Interest”). Notwithstanding the foregoing notice, the Lessee will not be bound by such notice until after the Lender gives written notice to the Lessee of the occurrence of an Event of Default under the Letter of Offer or more related promissory notes the GSA and that its rights as assignee under the Assignment have been pledged become exercisable (such notice, a "Default Notice"). The Debtor and the Lender agree that until the Lender issues a Default Notice to CoBankthe Lessee, ACBthe Debtor (and not the Lender) shall be entitled to the benefits, as administrative agent and remain obligated to perform all of the obligations, of the "lessor" under the Contract. The Debtor and the Lender hereby instruct the Lessee, and the Lessee agrees, that if the Lender issues to the Lessee a Default Notice, then: (“Administrative Agent”i) the Lessee shall not recognize the exercise by the Debtor of any of its rights and powers under the Contract and (ii) the Lessee shall perform, observe and comply with all of its undertakings and obligations under the Contract in the Lender's favour and for the benefit of the lenders from time Lender as if the Lender were named as the "lessor" therein or, if the Lender so requests, enter into a new lease agreement with the Lender or the Lender's nominee on terms substantially the same as the terms of the Contract. Any performance by the Lessee in compliance with this Consent that discharges its obligations owing to time (collectivelythe Debtor under the Contract will satisfy, as among the Lessee and the Debtor, the “Banks”) obligations of the Lessee owing to the Debtor under the Contract. The Lessee may rely conclusively on any Default Notice without inquiring as to the accuracy or the entitlement of the Lender under that certain Credit Agreement dated as to give any such notice and the Debtor agrees to hold the Lessee harmless in so relying on such Default Notice. Notwithstanding the assignment of April 17, 2017, by the Contract to the Lender pursuant to the Assignment and among the Lender, Administrative Agent, any Guarantors hereafter party thereto and the Banks (as amended, restated, modified, or supplemented from time to time hereafter's agreements hereunder, the "Credit Agreement"), and may be transferred or assigned Debtor agrees that it shall at all times remain obligated to perform all obligations of the Debtor under the Contract. If the Lender issues to the Administrative Agent. The Borrower hereby consents Lessee a Notice of Default, the Lender shall be entitled to: direct the Lessee to such pledge and any resulting transfer or assignment and further acknowledges and agrees that make all payments in respect of the event of such transfer or assignment: a) all rights, powers, and remedies with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made Contract directly to the Administrative Agent for the Administrative Agent’s benefit; c) the Borrower will direct all reports, notices, Lender and communications with respect to this Loan Agreement (including without limitation, financial reports and notices related to borrowing, fixing rates, covenants, and defaults) not to the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative AgentDebtor; and e) exercise all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff of its rights pursuant to the GSA and the Borrower will not seek Assignment, including the right to recover from the Administrative Agent for any such payment once made. Any transfer of this Loan Agreement, other than to the Administrative Agent, will violate the rights dispose of the Administrative Agent, as secured party unless Aircraft and assign the Administrative Agent consents Contract to such transfer in writing.person and on such terms as the Lender considers appropriate. [THE FOLLOWINGS IS AN OPTIONAL PARAGRAPH THAT SHOULD NOT BE USED IF THE AIRCRAFT IS LEASED TO A PARTY RELATED TO THE BORROWER OR TO A PARTY THAT IS AN OBLIGANT OR GUARANTOR ON BDC’S LOAN. IT MAY BE USED IN OTHER SITUATIONS WITH WRITTEN APPROVAL FROM BDC]

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit of the lenders from time to time (collectively, the “Banks”) to Lender under that certain Amended and Restated Credit Agreement dated as of April 17May 13, 20172022, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement")Banks, and may be transferred or assigned to the Administrative Agent. The Borrower hereby consents to such pledge and any resulting transfer or assignment and further acknowledges furtheracknowledges and agrees that in the event of such transfer or assignment: : a) all rights, powers, and remedies with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made directly to the Administrative Agent for the Administrative Agent’s benefit; c) the Borrower will direct all reports, notices, and communications with respect to this Loan Agreement (including without limitation, financial reports and notices related to borrowing, fixing rates, covenants, and defaults) to the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once made. Any transfer of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writing.

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged The Assignor agrees to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit give notice of the lenders from time to time (collectively, assignment and assumption of the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto Assigned Loans and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned Assigned Commitment to the Administrative Agent. The Agent and the Borrower and hereby consents instructs the Administrative Agent and the Borrower to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) make all rights, powers, and remedies payments with respect to loans made pursuant to this Loan Agreement will be transferred the Assigned Loans and the Assigned Commitment directly to the Administrative AgentAssignee at the applicable Lending Offices specified in Item 6 on Schedule 1 hereto, and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made directly or to the Administrative Agent for the Administrative Agent’s benefitaccount of the Assignee as a Lender (in either case, as required by the terms of the Credit Agreement); c) provided, however, that the Borrower will direct all reportsand the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Administrative Agent and the Borrower, noticesto the extent required by Section 11.7 of the Credit Agreement, shall have received notice of the assignment, the Borrower and communications with respect to this Loan Agreement (including without limitation, financial reports and notices related to borrowing, fixing rates, covenants, and defaults) to the Administrative Agent; d) , to the Borrower will make all payments as directed extent required by Section 11.7 of the Administrative Agent; and e) all payments Credit Agreement, shall be made irrespective ofhave consented in writing thereto, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to Section 11.7 of the Credit Agreement. From and after the date (the “Assignment Effective Date”) on which the Administrative Agent shall notify the Borrower and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such payment once made. Any transfer notice of this Loan Agreement, other than assignment to the Administrative Agent, will violate shall have the rights and obligations of a Lender under the Administrative AgentCredit Agreement, as secured party unless and (ii) the Assignee shall be deemed to have appointed the Administrative Agent consents to take such transfer action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Assignee agrees that the provisions of Section 10 of the Credit Agreement are hereby incorporated into this Agreement by this reference, as if fully set forth herein at length. After the Assignment Effective Date, the Administrative Agent shall make all payments in writingrespect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payment under the Assigned Loans and the Assigned Commitment for periods prior to the Assignment Effective Date hereof directly between themselves. The Assignee agrees to deliver to the Borrower and the Administrative Agent such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of tax.

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit of the lenders from time to time (collectively, the “Banks”) to Lender under that certain 2012 Amended and Restated Credit Agreement dated as of April 1723, 20172012, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned to the Administrative Agent. The Borrower hereby consents to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) all rights, powers, and remedies with respect to loans made pursuant to this Loan Agreement loan agreement will be transferred to the Administrative Agent, and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made directly to the Administrative Agent for the Administrative Agent’s benefit; c) the Borrower will direct all reports, notices, and communications with respect to this Loan Agreement (including without limitation, financial reports and notices related to borrowing, fixing rates, covenants, and defaults) to the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once made. Any transfer of this Loan Agreementloan agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writing.

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged The Assignor agrees to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit give notice of the lenders from time to time (collectively, assignment and assumption of the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto Assigned Loans and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned Assigned Commitment to the Administrative Agent. The Agent and the Borrower and hereby consents instructs the Administrative Agent and the Borrower to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) make all rights, powers, and remedies payments with respect to loans made pursuant to this Loan Agreement will be transferred the Assigned Loans and the Assigned Commitment directly to the Administrative AgentAssignee at the applicable Lending Offices specified in Item 6 on Schedule 1 hereto, and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made directly or to the Administrative Agent for the Administrative Agent’s benefitaccount of the Assignee as a Lender (in either case, as required by the terms of the Credit Agreement); c) provided, however, that the Borrower will direct all reportsand the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Administrative Agent and the Borrower, noticesto the extent required by Section 11.7 of the Credit Agreement, shall have received notice of the assignment, the Borrower and communications with respect to this Loan Agreement (including without limitation, financial reports and notices related to borrowing, fixing rates, covenants, and defaults) to the Administrative Agent; d) , to the Borrower will make all payments as directed extent required by Section 11.7 of the Administrative Agent; and e) all payments Credit Agreement, shall be made irrespective ofhave consented in writing thereto, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to Section 11.7 of the Credit Agreement. From and after the date (the "Assignment Effective Date") on which the Administrative Agent shall notify the Borrower and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Credit Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such payment once made. Any transfer notice of this Loan Agreement, other than assignment to the Administrative Agent, will violate shall have the rights and obligations of a Lender under the Administrative AgentCredit Agreement, as secured party unless and (ii) the Assignee shall be deemed to have appointed the Administrative Agent consents to take such transfer action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto. The Assignee agrees that the provisions of Section 10 of the Credit Agreement are hereby incorporated into this Agreement by this reference, as if fully set forth herein at length. After the Assignment Effective Date, the Administrative Agent shall make all payments in writingrespect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payment under the Assigned Loans and the Assigned Commitment for periods prior to the Assignment Effective Date hereof directly between themselves. The Assignee agrees to deliver to the Borrower and the Administrative Agent such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of tax.

Notice of Assignment. Obligations under this Loan Agreement The Assignor hereby gives notice of the assignment and one or more related promissory notes have been pledged assumption of the Assigned Accommodations and the Assigned Commitment to CoBank, ACB, as administrative agent (“Administrative Agent”) the Agent and hereby instructs the Borrower to make payments with respect to the Assigned Accommodations and the Assigned Commitment directly to the Agent for the benefit of the lenders from time Assignee as provided in the Loan Agreement; provided, however, that the Borrower and the Agent shall be entitled to time (collectivelycontinue to deal solely and directly with the Assignor in connection with the interests so assigned until the Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, the “Banks”) to Lender under that certain Credit Agreement dated as of April 17Assignee, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto and the Banks (as amendedand, restated, modified, or supplemented from time to time hereafterif applicable, the "Credit Agreement")Borrower, and may be transferred or assigned to shall have received the Administrative Agentassignment fee described in Section 11.5 of the Loan Agreement. The Borrower hereby consents to such pledge From and any resulting transfer or assignment and further acknowledges and agrees that in after the event of such transfer or assignment: a) all rightsAssignment Date, powers, and remedies with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, and the Borrower will comply accordingly; b) all representations, warranties, and covenants will Assignee shall be deemed to be made directly a party to the Administrative Agent for Loan Agreement and, to the Administrative Agent’s benefit; c) extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the Borrower will direct all reports, noticesrights and obligations of a Bank under the Loan Agreement. After the Assignment Date, and communications with respect to this Loan Agreement all such amounts accrued from the Assignment Date, (including without limitationa) all interest, financial reports and notices related to borrowingprincipal, fixing rates, covenantsfees, and defaults) other amounts that would otherwise be payable to the Administrative Agent; dAssignor in respect of the Assigned Accommodations and the Assigned Commitment shall be paid to the Assignee, (b) if the Assignor receives any payment on account of the Assigned Accommodations or the Assigned Commitment that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once made. Any transfer of this Loan Agreement, other than accrued prior to the Administrative AgentAssignment Date, will violate then Assignee shall pay over the rights of the Administrative Agent, as secured party unless the Administrative Agent consents same to such transfer in writingAssignor.

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged The Assignor agrees to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit give notice of the lenders from time assignment and assumption of the Assigned Commitment to time (collectivelythe Agent, the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by Issuing Bank and among the Lender, Administrative Applicant and hereby instructs the Agent, any Guarantors hereafter party thereto the Issuing Bank and the Banks (as amended, restated, modified, or supplemented from time Applicant to time hereafter, the "Credit Agreement"), and may be transferred or assigned to the Administrative Agent. The Borrower hereby consents to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) make all rights, powers, and remedies payments with respect to loans made pursuant to this Loan Agreement will be transferred the Assigned Commitment directly to the Administrative Assignee at the applicable office specified on Schedule 2 hereto; provided, however, that the Applicant, the Agent and the Issuing Bank all shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Agent, the Issuing Bank and the Applicant, to the extent required by Section 10.6 of the Agreement, shall have received notice of the assignment, the Applicant, the Agent and the Issuing Bank shall have consented in writing thereto to the extent required by Section 10.6 of the Agreement, and the Borrower will comply accordingly; bAgent shall have recorded and accepted this Assignment and Acceptance Agreement and received the Assignment Fee required to be paid pursuant to Section 10.6 of the Agreement. From and after the date (the “Effective Date”) on which the Agent shall notify the Applicant and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all representationsconsents (if any) required shall have been given, warranties, and covenants will (i) the Assignee shall be deemed to be made directly a party to the Administrative Agent for Agreement and, to the Administrative extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Agent’s benefit; c, shall have the rights and obligations of a Bank under the Agreement, and (ii) the Borrower will direct Assignee shall be deemed to have appointed the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto. After the Effective Date, the Agent shall make all reportspayments in respect of the interest assigned hereby (including payments of interest, noticesfees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustment in payments under the Assigned Commitment for periods prior to the Effective Date hereof directly between themselves. If the Assignee is not a United States Person as defined in Section 7701(a)(30) of the Code, and communications the Assignee shall deliver herewith the forms required by Section 2.11 of the Agreement to evidence the Assignee’s complete exemption from United States withholding taxes with respect to this Loan Agreement (including without limitation, financial reports and notices related to borrowing, fixing rates, covenants, and defaults) to payments under the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once made. Any transfer of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingCredit Documents.

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit The Assignor hereby gives notice of the lenders from time to time (collectively, assignment and assumption of the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto Assigned Loans and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned Assigned Commitment to the Administrative Agent. The Agent and hereby instructs the Borrower hereby consents to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) all rights, powers, and remedies make payments with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, Assigned Loans and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made Assigned Commitment directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; provided, however, that the Borrower and the Administrative Agent’s benefit; cAgent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (i) the Borrower will direct all reportsAdministrative Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, noticesthe Assignee, and communications the Borrower, and shall have received the assignment fee described in Section 11.5(c)(iii) of the Loan Agreement, and (ii) the Assignor shall have delivered to the Administrative Agent its Note. From and after the date (the "Effective Date") on which the Administrative Agent shall notify the Borrower, the Assignee and the Assignor that (i) and (ii) have occurred and all consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Bank under the Loan Agreement. After the Effective Date, and with respect to this Loan Agreement all such amounts accrued from the Assignment Date, (including without limitationa) all interest, financial reports and notices related to borrowingprincipal, fixing rates, covenantsfees, and defaults) other amounts that would otherwise be payable to the Administrative Agent; dAssignor in respect of the Assigned Loans and the Assigned Commitment shall be paid to the Assignee, (b) if the Assignor receives any payment on account of the Assigned Loans or the Assigned Commitment that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower will make all payments as directed by accrued prior to the Administrative Agent; and e) all payments Effective Date, then the Assignee shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and pay over the same to the Assignor. The Assignee agrees to deliver to the Borrower will not seek to recover from and the Administrative Agent for any on or before the Effective Date such payment once made. Any transfer Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingtax.

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit The Assignor hereby gives notice of the lenders from time to time (collectively, assignment and assumption of the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto Assigned Loans and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned Assigned Commitments to the Administrative Agent. The Agent and hereby instructs the Borrower hereby consents to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) all rights, powers, and remedies make payments with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, Assigned Loans and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made Assigned Commitments directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; provided, however, that the Borrower and the Administrative Agent’s benefit; cAgent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (i) the Borrower will direct all reportsAdministrative Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, noticesthe Assignee, and communications the Borrower, and shall have received the assignment fee described in Section 11.5 of the Loan Agreement, and (ii) the Assignor shall have delivered to the Administrative Agent any Notes that shall be subject to the assignment. From and after the date (the "Effective Date") on which the Administrative Agent shall notify the Borrower, the Assignee and the Assignor that (i) and (ii) have occurred and all consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Bank under the Loan Agreement. After the Effective Date, and with respect to this Loan Agreement all such amounts accrued from the Assignment Date, (including without limitationa) all interest, financial reports and notices related to borrowingprincipal, fixing rates, covenantsfees, and defaults) other amounts that would otherwise be payable to the Administrative Agent; dAssignor in respect of the Assigned Loans and the Assigned Commitments shall be paid to the Assignee, (b) if the Assignor receives any payment on account of the Assigned Loans or the Assigned Commitments that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower will make all payments as directed by accrued prior to the Administrative Agent; and e) all payments Effective Date, then Assignee shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and pay over the same to Assignor. The Assignee agrees to deliver to the Borrower will not seek to recover from and the Administrative Agent for any on or before the Effective Date such payment once made. Any transfer Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingtax.

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged The Assignor agrees to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit give notice of the lenders from time to time (collectively-------------------- assignment and assumption of the Assigned Loans, the “Banks”) to Lender under that certain Assigned Letter of Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto Exposure and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned Assigned Commitment to the Administrative Agent. The Agent and the Borrower and hereby consents instructs the Administrative Agent and the Borrower to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) make all rights, powers, and remedies payments with respect to loans made the Assigned Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment directly to the Assignee at the applicable Lending Offices specified in Item 8 on Schedule 1 hereto; provided, however, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Administrative Agent and the Borrower shall have received notice of the assignment, the Administrative Agent and the Issuing Bank (to the extent required by section 11.7 of the Credit Agreement) shall have consented in writing thereto, and the Administrative Agent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to this Loan section 11.7 of the Credit Agreement. From and after the date (the "Effective --------- Date") on which the Administrative Agent shall notify the Borrower and the ---- Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Credit Agreement will be transferred and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Lender under the Borrower will comply accordingly; b) all representations, warrantiesCredit Agreement, and covenants will (ii) the Assignee shall be deemed to be made directly have appointed the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent for by the terms thereof, together with such powers as are reasonably incidental thereto. After the Effective Date, the Administrative Agent’s benefit; c) Agent shall make all payments in respect of the Borrower will direct all reports, notices, and communications with respect to this Loan Agreement interest assigned hereby (including without limitationpayments of principal, financial reports interest, fees and notices related to borrowing, fixing rates, covenants, and defaultsother amounts) to the Administrative Agent; d) Assignee. The Assignor and Assignee shall make all appropriate adjustment in payments under the Assigned Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment for periods prior to the Effective Date hereof directly between themselves. The Assignee agrees to deliver to the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once made. Any transfer Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingtax.

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged The Assignor agrees to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit give notice of the lenders from time to time (collectivelyassignment and assumption of the Assigned Loans, the “Banks”) to Lender under that certain Assigned Letter of Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto Exposure and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned Assigned Commitment to the Administrative Agent. The Agent and the Borrower and hereby consents instructs the Administrative Agent and the Borrower to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) make all rights, powers, and remedies payments with respect to loans made the Assigned Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment directly to the Assignee at the applicable Lending Offices specified in Item 8 on Schedule 1 hereto; provided, however, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Administrative Agent and the Borrower shall have received notice of the assignment, the Administrative Agent and the Issuing Bank (to the extent required by Section 11.7 of the Credit Agreement) shall have consented in writing thereto, and the Administrative Agent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to this Loan Section 11.7 of the Credit Agreement. From and after the date (the "Effective Date") on which the Administrative Agent shall notify the Borrower and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Credit Agreement will be transferred and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Lender under the Borrower will comply accordingly; b) all representations, warrantiesCredit Agreement, and covenants will (ii) the Assignee shall be deemed to be made directly have appointed the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent for by the terms thereof, together with such powers as are reasonably incidental thereto. After the Effective Date, the Administrative Agent’s benefit; c) Agent shall make all payments in respect of the Borrower will direct all reports, notices, and communications with respect to this Loan Agreement interest assigned hereby (including without limitationpayments of principal, financial reports interest, fees and notices related to borrowing, fixing rates, covenants, and defaultsother amounts) to the Administrative Agent; d) Assignee. The Assignor and Assignee shall make all appropriate adjustment in payments under the Assigned Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment for periods prior to the Effective Date hereof directly between themselves. The Assignee agrees to deliver to the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once madeInternal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of tax. Any transfer of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writing.178

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged Each Assignor hereby gives notice to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit other parties hereto of the lenders from time to time (collectively, the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned to the Administrative Agent. The Borrower hereby consents to such pledge and any resulting transfer or assignment and further acknowledges assumption of the Assigned Commitments and agrees that in hereby instructs the event of such transfer or assignment: a) all rights, powers, and remedies Borrower to make payments with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made Assigned Commitments directly to the Administrative Agent for the benefit of such Assignee as provided in the Loan Agreement; provided, however, that the Borrower and the Administrative Agent’s benefit; cAgent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (i) the Borrower will direct all reportsAdministrative Agent shall have received counterparts of this Agreement duly executed by such Assignor, noticessuch Assignee and the Borrower, and communications (ii) each Assignor shall have delivered to the Administrative Agent any Notes that shall be subject to such assignment. From and after the date (the "Effective Date") on which the Administrative Agent shall notify the Borrower, such Assignee and such Assignor that (i) and (ii) shall have occurred and all consents, if any, required shall have been given, such Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to such Assignee as provided herein, shall have the rights and obligations of a Lender under the Loan Agreement, and the Assignor shall be released from the liabilities of a Lender under the Loan Agreement, to the extent that the rights and obligations thereunder shall have been assigned to such Assignee as provided herein, and the Administrative Agent shall make a record thereof in the Register. After the Effective Date, and with respect to this all such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to such Assignor in respect of the Assigned Commitments shall be paid to such Assignee, (b) if such Assignor receives any payment on account of the Assigned Commitments, such Assignor shall promptly deliver such payment to such Assignee, and (c) any notices to such Assignee as a Lender under the Loan Agreement (including without limitation, financial reports and notices related shall be sent to borrowing, fixing rates, covenants, and defaults) it at the address shown in Schedule 2 hereto. Each Assignee agrees to deliver to the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once made. Any transfer Internal Revenue Service forms as may be required to establish that such Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingtax.

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit The Assignor hereby gives notice of the lenders from time to time (collectively, assignment and assumption of the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto Assigned Loans and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned Assigned Commitments to the Administrative Agent. The Borrower Agent and hereby consents instructs the Borrowers to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) all rights, powers, and remedies make payments with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, Assigned Loans and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made Assigned Commitments directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; provided, however, that the Borrowers and the Administrative Agent’s benefit; cAgent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (a) the Borrower will direct all reportsAdministrative Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, noticesthe Assignee, and communications the Borrowers (to the extent required under the Loan Agreement), and shall have received the assignment fee described in Section 11.5(c)(iii) of the Loan Agreement, and (b) the Assignor shall have delivered to the Administrative Agent its promissory notes. From and after the date (the “Effective Date”) on which the Administrative Agent shall notify the Borrowers, the Assignee and the Assignor that (a) and (b) have occurred and all consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Lender under the Loan Agreement. After the Effective Date, and with respect to this Loan Agreement all such amounts accrued from the Assignment Date, (including without limitationi) all interest, financial reports and notices related to borrowingprincipal, fixing rates, covenantsfees, and defaults) other amounts that would otherwise be payable to the Administrative Agent; d) Assignor in respect of the Borrower will make all payments as directed by Assigned Loans or the Administrative Agent; and e) all payments Assigned Commitments shall be made irrespective ofpaid to the Assignee, (ii) if the Assignor receives any payment on account of the Assigned Loans or the Assigned Commitments that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and without deduction for(iii) if the Assignee receives any payment in respect of Obligations of the Borrowers accrued prior to the Effective Date, any counterclaim, defense, recoupment, or setoff then the Assignee shall pay over the same to the Assignor. The Assignee agrees to deliver to the Borrowers and the Borrower will not seek to recover from the Administrative Agent for any on or before the Effective Date such payment once made. Any transfer Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingtax.

Notice of Assignment. Obligations under this Loan Agreement After the occurrence and one or more related promissory notes during the continuance of an Event of Default the Bank shall have been pledged to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit of the lenders from right at any time to time (collectively, the “Banks”) to Lender under that certain Credit Agreement dated as notify Debtors of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned to the Administrative Agent. The Borrower hereby consents to such pledge and any resulting transfer or assignment and further acknowledges and agrees that its security interest in the event of such transfer or assignment: a) all rights, powers, Accounts and remedies with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed require payments to be made directly to the Administrative Agent Bank. Upon request of the Bank after the occurrence and during the continuance of an Event of Default Borrower will so notify the Account Debtors and will indicate on all bill▇▇▇▇ ▇▇ the Account Debtors that the Accounts are payable to the Bank. To facilitate direct collection, the Borrower hereby appoints the Bank and any officer or employee of the Bank, as the Bank may from time to time designate, as attorney-in-fact for the Administrative Agent’s benefitBorrower to (a) receive, open and dispose of all mail addressed to the Borrower and take therefrom any payments on or proceeds of Accounts; (b) take over the Borrower's post office boxes or make other arrangements, in which the Borrower shall cooperate, to receive the Borrower's mail, including notifying the post office authorities to change the address for delivery of mall addressed to the Borrower to such address as the Bank shall designate; (c) endorse the name of the Borrower will direct in favor of the Bank upon any and all reportschecks, noticesdrafts, money orders, notes, acceptances or other evidences or payment or Collateral that may come into the Bank's possession; (d) sign and endorse the name of the Borrower on any invoice or bill ▇▇ lading relating to any of the Accounts, on verifications of Accounts sent to any Debtor, to drafts against Debtors, to assignments of Accounts and to notices to Debtors; and (e) do all acts and things necessary to carry out this Agreement, including signing the name of the Borrower on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted by the Uniform Commercial Code. The Borrower hereby ratifies and approves all acts of such attorneys-in-fact, and communications with respect to this Loan Agreement (including without limitation, financial reports and notices related to borrowing, fixing rates, covenants, and defaults) to neither the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative Agent; and e) all payments Bank nor any other such attorney-in-fact shall be made irrespective of, and without deduction for, liable for any counterclaim, defense, recoupmentacts of commission or omission, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once madeerror of judgment or mistake of fact or law. Any transfer of this Loan AgreementThis power, other than to the Administrative Agentbeing coupled with an interest, will violate the rights is irrevocable so long as any of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingObligations remain unsatisfied.

Notice of Assignment. Obligations under this Loan Agreement The Assignor agrees to give notice of the assignment and one or more related promissory notes have been pledged assumption of the Assigned Loans and the Assigned Commitments to CoBank, ACBthe Administrative Agent and the Parent on behalf of the Borrowers and hereby instructs the Administrative Agent and the Borrowers, as administrative agent (“the case may be, to make all payments with respect to the Assigned Loans and the Assigned Commitments directly to the Assignee at the Applicable Payment Offices specified on Schedule 2 hereto; provided, however, that the Borrowers and the Administrative Agent”) for Agent shall be entitled to continue to deal solely and directly with the benefit of Assignor in connection with the lenders from time to time (collectively, interests so assigned until the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto the Parent, the Issuing Bank and the Banks (as amendedSwing Line Lender to the extent required by Section 11.6 of the Credit Agreement, restated, modified, or supplemented from time to time hereaftershall have received notice of the assignment, the "Parent shall have consented in writing thereto, and the Administrative Agent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to Section 11.6 of the Credit Agreement"). From and after the date (the “Effective Date”) on which the Administrative Agent shall notify the Parent and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Credit Agreement and, to the extent that rights and may be transferred or obligations thereunder shall have been assigned to the Administrative Agent. The Borrower hereby consents to Assignee as provided in such pledge and any resulting transfer or notice of assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) all rights, powers, and remedies with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, shall have the rights and obligations of a Lender under the Borrower will comply accordingly; bLoan Documents, (ii) all representations, warranties, and covenants will the Assignee shall be deemed to be made directly have appointed the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the Loan Documents as are delegated to the Administrative Agent for by the terms thereof, together with such powers as are reasonably incidental thereto and (iii) the Assignor shall, to the extent of the Assigned Commitment, relinquish its rights and be released from its obligations under the Loan Documents.. After the Effective Date, the Administrative Agent’s benefit; c) Agent shall make all payments in respect of the Borrower will direct all reports, notices, and communications with respect to this Loan Agreement interest assigned hereby (including without limitationpayments of principal, financial reports interest, fees and notices related to borrowing, fixing rates, covenants, and defaultsother amounts) to the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once made. Any transfer of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writing1 Omit bracketed language if no fee is being paid.

Notice of Assignment. Obligations under this Loan Agreement OVERSEAS GULF COAST LLC (the “Assignor”), the owner of the 50,000 DWT M▇▇▇▇▇▇▇ Islands flagged product/chemical tanker named “OVERSEAS GULF COAST”, Official No. 8598 (the “Vessel”), HEREBY GIVES NOTICE that pursuant to an Assignment of Insurances dated as of _, 2019, given by Assignor in favor of BANC OF AMERICA LEASING & CAPITAL, LLC (together with its participants, successors and one or more related promissory notes have been pledged assigns, the “Assignee”), Assignor has assigned to CoBankAssignee all of its rights, ACB, as administrative agent (“Administrative Agent”) for title and interests in and to all insurances and the benefit of all insurances now or hereafter taken out in respect of the lenders Vessel. This Notice and the attached Loss Payable Clauses and Cancellation Clause are to be endorsed on all policies and certificates of entry evidencing such insurance. OVERSEAS GULF COAST LLC By: Name: Title: Loss, if any, payable to BANC OF AMERICA LEASING & CAPITAL, LLC (together with its participants, successors and assigns, the “Assignee”), for distribution by it to itself, OVERSEAS GULF COAST LLC (the “Assignor”) or to whomever else may be lawfully entitled thereto, as their respective interests may appear, or order, except that, unless underwriters have been otherwise instructed by notice in writing from Assignee, in the case of any loss involving any damage to, or liability of, the 50,000 DWT M▇▇▇▇▇▇▇ Islands flagged product/chemical tanker named “OVERSEAS GULF COAST”, Official No. 8598 (the “Vessel”), the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if Assignor shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters may pay Assignor as reimbursement therefor; provided, however, that if such damage involves a loss in excess of $1,000,000, the underwriters shall not make such payment without first obtaining the prior written consent thereto of Assignee (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that any such loss may not be adjusted or compromised without the prior written consent of Assignee. In the event of an actual or constructive total loss or an agreed, arranged or compromised total loss or requisition of title to the Vessel, all insurance payments payable as a result thereof shall be paid to Assignee alone for distribution by it in accordance with the provisions of that certain First Preferred Mortgage dated _____, 2019 given by Assignor in favor of Assignee, as it may be amended, amended and restated, supplemented, extended, replaced or otherwise modified from time to time (collectively, the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned to the Administrative Agent. The Borrower hereby consents to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) all rights, powers, and remedies with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made directly to the Administrative Agent for the Administrative Agent’s benefit; c) the Borrower will direct all reports, notices, and communications with respect to this Loan Agreement (including without limitation, financial reports and notices related to borrowing, fixing rates, covenants, and defaults) to the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once made. Any transfer of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingtime.

Notice of Assignment. Obligations under this Loan Agreement The Assignor agrees to give notice of the assignment and one or more related promissory notes assumption of the Assigned Loans and the Assigned Commitments to the Agent and the Borrower and hereby instructs the Agent and the Borrower to make all payments with respect to the Assigned Loans and the Assigned Commitments directly to the Assignee at the lending offices specified in Item 6 on Schedule 1 hereto; provided, however, that the Borrower and the Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (a) the Agent and the Borrower shall have received notice of the assignment and the Agent shall have received the processing and recordation fee required to be paid pursuant to Section 10.10 of the Credit Agreement, and (b) the Assignor shall have delivered to the Borrower any Notes that shall be subject to such assignment. From and after the date (the "Effective Date") on which the Agent shall notify the Borrower and the Assignor that (a) and (b) shall have occurred and all consents (if any) required shall have been pledged given, the Assignee shall be deemed to CoBankbe a party to the Credit Agreement and, ACBto the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Agent, as administrative agent shall have the rights and obligations of a Lender under the Credit Agreement. After the Effective Date, (“Administrative Agent”i) for all interest and fees accrued from and after the benefit Assignment Date and all principal and other amounts paid on or after the Assignment Date, in each case that would otherwise be payable to the Assignor in respect of the lenders from time Assigned Loans and the Assigned Commitments shall be paid to time the Assignee (collectively, the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit AgreementAssignee Payments"), and (ii) if the Assignor receives any payment on account of the Assignee Payments, the Assignor shall promptly deliver such payment to the Assignee. After the Effective Date, (i) all interest and fees accrued prior to the Assignment Date and all principal and other amounts paid prior to the Assignment Date, in each case that would be payable to the Assignor in respect of the Assigned Loans and the Assigned Commitments (collectively, the "Assignor Payments") shall be paid to the Assignor, and (ii) if the Assignee receives any payment on account of the Assignor Payments, the Assignee shall promptly deliver such payment to the Assignor. The Assignee agrees to deliver to the Borrower and the Agent such Internal Revenue Service forms as may be transferred or assigned required to establish that the Administrative Agent. The Borrower hereby consents Assignee is entitled to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in receive payments under the event of such transfer or assignment: a) all rights, powers, and remedies with respect to loans made pursuant to this Loan Credit Agreement will be transferred to the Administrative Agent, and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made directly to the Administrative Agent for the Administrative Agent’s benefit; c) the Borrower will direct all reports, notices, and communications with respect to this Loan Agreement (including without limitation, financial reports and notices related to borrowing, fixing rates, covenants, and defaults) to the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once made. Any transfer withholding of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingtax.

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged The Assignor agree to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit give notice of the lenders from time to time (collectively, -------------------- assignment and assumption of the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto Assigned Loans and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned Assigned Commitment to the Administrative Agent. The Agent and the Borrower and hereby consents instructs the Agent and the Borrower to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) make all rights, powers, and remedies payments with respect to loans made pursuant to this Loan Agreement will be transferred the Assigned Loans and the Assigned Commitment directly to the Administrative AgentAssignee at the applicable Lending Offices specified on Schedule 2 hereto; provided, however, that the Borrower and the Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Agent and the Borrower, to the extent required by Section 11.7 of the Credit Agreement, shall have received notice of the assignment, the Borrower shall have consented in writing thereto, and the Agent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to Section 11.7 of the Credit Agreement. From and after the date (the "Effective Date") on which the Agent shall notify the -------------- Borrower will comply accordingly; band the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) all representationsrequired shall have been given, warranties, and covenants will (i) the Assignee shall be deemed to be made directly a party to the Administrative Agent for Credit Agreement and, to the Administrative extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Agent’s benefit; c, shall have rights and obligations of a Lender under the Credit Agreement, and (ii) the Borrower will direct Assignee shall be deemed to have appointed the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto. After the Effective Date, the Agent shall make all reportspayments in respect of the interest assigned hereby (including payments of principal, noticesinterest, fees and communications other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustment in payments under the Assigned Loans and the Assigned Commitment for periods prior to the Effective Date hereof directly between themselves. If the Assignee is not a United States Person as defined in Section 7701(a)(30) of the Code, the Assignee shall deliver herewith the forms required by Section 2.9(c) of the Credit Agreement to evidence the Assignee's compete exemption from United States withholding taxes with respect to this payments under the Loan Agreement (including without limitation, financial reports and notices related to borrowing, fixing rates, covenants, and defaults) to the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once made. Any transfer of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingDocuments.

Notice of Assignment. Obligations under this Loan The Assignor agrees to give notice of the assignment and assumption of the Assigned Property and the Assigned Commitment in accordance with Section 6.3(c)(A) of the Participation Agreement and one or more related promissory notes have been pledged to CoBank, ACB, as administrative agent (“Administrative Agent”) for hereby instructs the benefit of the lenders from time to time (collectively, the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto the Lessee and the Banks (as amendedLessor to make all payments with respect to the Assigned Property and the Assigned Commitment directly to the Assignee at the applicable offices specified on Schedule 2 hereto; provided, restatedhowever, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned to that the Administrative Agent. The Borrower hereby consents , the Lessee and the Lessor shall be entitled to such pledge continue to deal solely and any resulting transfer or directly with the Assignor in connection with the interests so assigned until (i) the Agents, the other Participants and the Lessee shall have received notice of the assignment and further acknowledges (ii) the Lessee shall have consented in writing thereto to the extent required by Section 6.3 of the Participation Agreement. From and agrees after the date (the “Assignment Effective Date”) on which the Administrative Agent shall notify the Lessee and the Assignor that the requirements set forth in the event foregoing sentence shall have occurred and all consents (if any) required shall have been given, (x) the Assignee shall be deemed to be a party to the Operative Documents and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of such transfer or assignment: a) all rights, powers, and remedies with respect to loans made pursuant to this Loan Agreement will be transferred assignment to the Administrative Agent, shall have the rights and obligations of a Rent Assignee and/or the Borrower will comply accordingly; b) all representationsLessor, warrantiesas applicable, under the Operative Documents, and covenants will (y) the Assignee shall be deemed to be made directly have appointed and the Agents to take such action as agent on its behalf and to exercise such powers under the Operative Documents as are delegated to the Administrative Agent for or the Collateral Agent, as applicable, by the terms thereof, together with such powers as are reasonably incidental thereto. After the Assignment Effective Date, the Administrative AgentAgent and the Lessee shall make all payments in respect of the interest assigned hereby (including payments of principal on the Rent Assignment Interests, Lessor Investment, Yield, Fees and other amounts) to the Assignee. The Assignor and the Assignee shall make all appropriate adjustment in payments under the Assigned Property and the Assigned Commitment for periods prior to the Assignment Effective Date hereof directly between themselves. If the Assignee is not a United States Person as defined in Section 7701(a)(30) of the Code, the Assignee (if legally entitled to do so) shall deliver to the Administrative Agent and the Lessor and the Lessee herewith the forms required by Section 7.3 of the Participation Agreement to evidence the Assignee’s benefit; c) the Borrower will direct all reports, notices, and communications complete exemption from United States withholding taxes with respect to this Loan Agreement payments under the Operative Documents. If the Assignee is a United States Person, the Assignee (including without limitation, financial reports and notices related if legally entitled to borrowing, fixing rates, covenants, and defaultsdo so) shall deliver to the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff Agent and the Borrower will not seek to recover Lessor and the Lessee herewith an Internal Revenue Service Form W-9 evidencing the Assignee’s exemption from the Administrative Agent for United States backup withholding taxes and any such payment once made. Any transfer of this Loan Agreement, other than to the Administrative Agent, will violate the rights forms required by Section 7.3 of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingParticipation Agreement.

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit The Assignor hereby gives notice of the lenders from time to time (collectively, assignment and assumption of the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto Assigned Loans and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned Assigned Commitment to the Administrative Agent. The Agent and hereby instructs the Borrower hereby consents to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) all rights, powers, and remedies make payments with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, Assigned Loans and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made Assigned Commitment directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; PROVIDED, HOWEVER, that the Borrower and the Administrative Agent’s benefit; cAgent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (i) the Borrower will direct all reportsAdministrative Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, noticesthe Assignee, and communications the Borrower, and shall have received the assignment fee described in Section 11.5(c)(iii) of the Loan Agreement, and (ii) the Assignor shall have delivered to the Administrative Agent its Note. From and after the date (the "Effective Date") on which the Administrative Agent shall notify the Borrower, the Assignee and the Assignor that (i) and (ii) have occurred and all consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Lender under the Loan Agreement. After the Effective Date, and with respect to this Loan Agreement all such amounts accrued from the Assignment Date, (including without limitationa) all interest, financial reports and notices related to borrowingprincipal, fixing rates, covenantsfees, and defaults) other amounts that would otherwise be payable to the Administrative Agent; dAssignor in respect of the Assigned Loans and the Assigned Commitment shall be paid to the Assignee, (b) if the Assignor receives any payment on account of the Assigned Loans or the Assigned Commitment that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (c) if the Assignee receives any payment in respect of Obligations of the Borrower will make all payments as directed by accrued prior to the Administrative Agent; and e) all payments Effective Date, then Assignee shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and pay over the same to Assignor. The Assignee agrees to deliver to the Borrower will not seek to recover from and the Administrative Agent for any on or before the Effective Date such payment once made. Any transfer Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingtax.

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes The Bank shall have been pledged to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit of the lenders from right at any time to time (collectively, the “Banks”) to Lender under that certain Credit Agreement dated as notify Debtors of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned to the Administrative Agent. The Borrower hereby consents to such pledge and any resulting transfer or assignment and further acknowledges and agrees that its security interest in the event of such transfer or assignment: a) all rights, powers, Accounts and remedies with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed require payments to be made directly to the Administrative Agent Bank. Upon request of the Bank at any time, Borrowers will so notify the account debtors and will indicate on all billings to the account debtors that the Accounts are payable to t▇▇ ▇▇▇▇. To facilitate direct collection, the Borrowers hereby appoint the Bank and any officer or employee of the Bank, as the Bank may from time to time designate, as attorney-in-fact for the Administrative Agent’s benefitBorrowers to (a) receive, open and dispose of all mail addressed to the Borrowers and take therefrom any payments on or proceeds of Accounts; (b) take over the Borrowers' post office boxes or make other arrangements, in which the Borrowers shall cooperate, to receive the Borrowers' mail, including notifying the post office authorities to change the address for delivery of mail addressed to the Borrowers to such address as the Bank shall designate; (c) endorse the Borrower will direct name of the Borrowers in favor of the Bank upon any and all reportschecks, noticesdrafts, money orders, notes, acceptances or other evidences or payment or Collateral that may come into the Bank's possession; (d) sign and endorse the name of the Borrowers on any invoice or bill of lading relating to any of the Accounts, on verifications o▇ ▇▇counts sent to any debtor, to drafts against debtors, to assignments of Accounts and to notices to Debtors; and (e) do all acts and things necessary to carry out this Agreement, including signing the name of the Borrowers on any instruments required by law in connection with the transactions contemplated hereby and on financing statements as permitted by the Uniform Commercial Code. The Borrowers hereby ratify and approve all acts of such attorneys-in-fact, and communications with respect to this Loan Agreement (including without limitation, financial reports and notices related to borrowing, fixing rates, covenants, and defaults) to neither the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative Agent; and e) all payments Bank nor any other such attorney-in-fact shall be made irrespective of, and without deduction for, liable for any counterclaim, defense, recoupmentacts of commission or omission, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once madeerror of judgment or mistake of fact or law. Any transfer of this Loan AgreementThis power, other than to the Administrative Agentbeing coupled with an interest, will violate the rights is irrevocable so long as any of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingObligations remain unsatisfied.

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged The Assignor agrees to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit give notice of the lenders from time to time (collectively, assignment and assumption of the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto Assigned Loans and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned Assigned Commitments to the Administrative Agent. The Borrower Agent and hereby consents instructs the Borrowers to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) all rights, powers, and remedies make payments with respect to loans made the Assigned Loans and the Assigned Commitments on and after the Assignment Date, directly to the Agent for credit to the Assignee at the offices specified in Item 7 on Schedule I hereto (which shall also be the Assignee’s address for notices pursuant to this Loan Agreement will Section 10.1 of the Credit Agreement); provided, however, that the Borrowers and the Agent shall be transferred entitled to continue to deal solely and directly with the Administrative Agent, Assignor in connection with the interest so assigned until (i) the Agent shall have received notice of the assignment duly executed by the Assignor and the Assignee [and the Borrower will comply accordingly; bAgent*] and (ii) the Agent shall have received payment in full of the assignment fee described in Section 10.4 of the Credit Agreement. From and after the date (the “Effective Date”) on which the Agent shall notify the Borrowers and the Assignor that (i) and (ii) shall have occurred and all representationsconsents (if any) required shall have been given, warranties, and covenants will the Assignee shall be deemed to be made directly a party to the Administrative Agent for Credit Agreement and, to the Administrative extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Agent’s benefit; c) , shall have the Borrower will direct all reports, noticesrights and obligations of a Lender under the Credit Agreement. After the Effective Date, and communications with respect to this Loan all such amounts accrued from the Assignment Date, (a) all interest, principal, fees and other amounts that would otherwise be payable to the Assignor in respect of the Assigned Loans and the Assigned Commitments shall be paid to the Assignee, and (b) if the Assignor receives any payment on account of the Assigned Loans or the Assigned Commitments, the Assignor shall promptly deliver such payment to the Assignee. The Assignee agrees to deliver to the Borrowers and the Agent such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Credit Agreement (including without deduction or withholding of tax. The Assignee agrees that, from and after the Assignment Date, to abide, and be bound by, the Credit Agreement including, without limitation, financial reports and notices related to borrowing, fixing rates, covenants, and defaults) to the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once made. Any transfer of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingArticle 9 thereof.

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged The Assignor agrees to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit give notice of the lenders from time to time (collectivelyassignment and assumption of the Assigned Loans, the “Banks”) to Lender under that certain Assigned Letter of Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto Exposure and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned Assigned Commitment to the Administrative Agent. The Agent and the Borrower and hereby consents instructs the Administrative Agent and the Borrower to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) make all rights, powers, and remedies payments with respect to loans made the Assigned Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment directly to the Assignee at the applicable Lending Offices specified in Item 8 on Schedule 1 hereto; provided, however, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until the Administrative Agent and the Borrower shall have received notice of the assignment, the Administrative Agent and the Issuing Bank (to the extent required by Section 11.7 of the Credit Agreement) shall have consented in writing thereto, and the Administrative Agent shall have recorded and accepted this Agreement and received the Assignment Fee required to be paid pursuant to this Loan Section 11.7 of the Credit Agreement. From and after the date (the "EFFECTIVE DATE") on which the Administrative Agent shall notify the Borrower and the Assignor that the requirements set forth in the foregoing sentence shall have occurred and all consents (if any) required shall have been given, (i) the Assignee shall be deemed to be a party to the Credit Agreement will be transferred and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of assignment to the Administrative Agent, shall have the rights and obligations of a Lender under the Borrower will comply accordingly; b) all representations, warrantiesCredit Agreement, and covenants will (ii) the Assignee shall be deemed to be made directly have appointed the Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent for by the terms thereof, together with such powers as are reasonably incidental thereto. After the Effective Date, the Administrative Agent’s benefit; c) Agent shall make all payments in respect of the Borrower will direct all reports, notices, and communications with respect to this Loan Agreement interest assigned hereby (including without limitationpayments of principal, financial reports interest, fees and notices related to borrowing, fixing rates, covenants, and defaultsother amounts) to the Administrative Agent; d) Assignee. The Assignor and Assignee shall make all appropriate adjustment in payments under the Assigned Loans, the Assigned Letter of Credit Exposure and the Assigned Commitment for periods prior to the Effective Date hereof directly between themselves. The Assignee agrees to deliver to the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once made. Any transfer Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingtax.

Notice of Assignment. Obligations under this Loan The Assignor agrees to give notice of the assignment and assumption of the Assigned Property in accordance with Section 6.3(c)(A) of the Participation Agreement and one or more related promissory notes have been pledged to CoBank, ACB, as administrative agent (“Administrative Agent”) for hereby instructs the benefit of the lenders from time to time (collectively, the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto the Lessee and the Banks (as amendedLessor to make all payments with respect to the Assigned Property directly to the Assignee at the applicable offices specified on Schedule 2 hereto; provided, restatedhowever, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned to that the Administrative Agent. The Borrower hereby consents , the Lessee and the Lessor shall be entitled to such pledge continue to deal solely and any resulting transfer or directly with the Assignor in connection with the interests so assigned until (i) the Agents, the other Participants and the Lessee shall have received notice of the assignment and further acknowledges (ii) the Lessee shall have consented in writing thereto to the extent required by Section 6.3 of the Participation Agreement. From and agrees after the date (the “Assignment Effective Date”) on which the Administrative Agent shall notify the Lessee and the Assignor that the requirements set forth in the event foregoing sentence shall have occurred and all consents (if any) required shall have been given, (x) the Assignee shall be deemed to be a party to the Operative Documents and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided in such notice of such transfer or assignment: a) all rights, powers, and remedies with respect to loans made pursuant to this Loan Agreement will be transferred assignment to the Administrative Agent, shall have the rights and obligations of a Rent Assignee and/or the Borrower will comply accordingly; b) all representationsLessor, warrantiesas applicable, under the Operative Documents, and covenants will (y) the Assignee shall be deemed to be made directly have appointed and the Agents to take such action as agent on its behalf and to exercise such powers under the Operative Documents as are delegated to the Administrative Agent for or the Collateral Agent, as applicable, by the terms thereof, together with such powers as are reasonably incidental thereto. After the Assignment Effective Date, the Administrative AgentAgent and the Lessee shall make all payments in respect of the interest assigned hereby (including payments of principal on the Rent Assignment Interests, Lessor Retained Interest, Lessor Investment, Yield, Fees and other amounts) to the Assignee. The Assignor and the Assignee shall make all appropriate adjustment in payments under the Assigned Property for periods prior to the Assignment Effective Date hereof directly between themselves. If the Assignee is not a United States Person as defined in Section 7701(a)(30) of the Code, the Assignee (if legally entitled to do so) shall deliver to the Administrative Agent and the Lessor and the Lessee herewith the forms required by Section 7.3 of the Participation Agreement to evidence the Assignee’s benefit; c) the Borrower will direct all reports, notices, and communications complete exemption from United States withholding taxes with respect to this Loan Agreement payments under the Operative Documents. If the Assignee is a United States Person, the Assignee (including without limitation, financial reports and notices related if legally entitled to borrowing, fixing rates, covenants, and defaultsdo so) shall deliver to the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff Agent and the Borrower will not seek to recover Lessor and the Lessee herewith an Internal Revenue Service Form W-9 evidencing the Assignee’s exemption from the Administrative Agent for United States backup withholding taxes and any such payment once made. Any transfer of this Loan Agreement, other than to the Administrative Agent, will violate the rights forms required by Section 7.3 of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingParticipation Agreement.

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit The Assignor hereby gives notice of the lenders from time to time (collectively, assignment and assumption of the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto Assigned Loans and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned Assigned Commitments to the Administrative Agent. The Borrower Agent and hereby consents instructs the Borrowers to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) all rights, powers, and remedies make payments with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, Assigned Loans and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made Assigned Commitments directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; provided, however, that the Borrowers and the Administrative Agent’s benefit; cAgent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (a) the Borrower will direct all reportsAdministrative Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, noticesthe Assignee, and communications the Borrowers (to the extent required under the Loan Agreement), and shall have received the assignment fee described in Section 11.5(c)(iii) of the Loan Agreement, and (b) the Assignor shall have delivered to the Administrative Agent any promissory notes previously issued in respect of all or any portion of the Assigned Commitments or Assigned Loans. From and after the date (the “Effective Date”) on which the Administrative Agent shall notify the Borrowers, the Assignee and the Assignor that (a) and (b) have occurred and all consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Lender under the Loan Agreement. After the Effective Date, and with respect to this Loan Agreement all such amounts accrued from the Assignment Date, (including without limitationi) all interest, financial reports and notices related to borrowingprincipal, fixing rates, covenantsfees, and defaults) other amounts that would otherwise be payable to the Administrative Agent; d) Assignor in respect of the Borrower will make all payments as directed by Assigned Loans or the Administrative Agent; and e) all payments Assigned Commitments shall be made irrespective ofpaid to the Assignee, (ii) if the Assignor receives any payment on account of the Assigned Loans or the Assigned Commitments that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and without deduction for(iii) if the Assignee receives any payment in respect of Obligations of the Borrowers accrued prior to the Effective Date, any counterclaim, defense, recoupment, or setoff then the Assignee shall pay over the same to the Assignor. The Assignee agrees to deliver to the Borrowers and the Borrower will not seek to recover from the Administrative Agent for any on or before the Effective Date such payment once made. Any transfer Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingtax.

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit The Assignor hereby gives notice of the lenders from time to time (collectively, assignment and assumption of the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto Assigned Loans and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned Assigned Commitments to the Administrative Agent. The Agent and hereby instructs the Borrower hereby consents to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) all rights, powers, and remedies make payments with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, Assigned Loans and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made Assigned Commitments directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; provided, however, that the Borrower and the Administrative Agent’s benefit; cAgent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (a) the Borrower will direct all reportsAdministrative Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, noticesthe Assignee, and communications the Borrower (to the extent required under the Loan Agreement), and shall have received the assignment fee described in Section 11.5(c)(iii) of the Loan Agreement, and (b) the Assignor shall have delivered to the Administrative Agent any promissory notes previously issued in respect of all or any portion of the Assigned Commitments or Assigned Loans. From and after the date (the “Effective Date”) on which the Administrative Agent shall notify the Borrower, the Assignee and the Assignor that (a) and (b) have occurred and all consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Lender under the Loan Agreement. After the Effective Date, and with respect to this Loan Agreement all such amounts accrued from the Assignment Date, (including without limitationi) all interest, financial reports and notices related to borrowingprincipal, fixing rates, covenantsfees, and defaults) other amounts that would otherwise be payable to the Administrative Agent; dAssignor in respect of the Assigned Loans or the Assigned Commitments shall be paid to the Assignee, (ii) if the Assignor receives any payment on account of the Assigned Loans or the Assigned Commitments that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and (iii) if the Assignee receives any payment in respect of Obligations of the Borrower will make all payments as directed by accrued prior to the Administrative Agent; and e) all payments Effective Date, then the Assignee shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and pay over the same to the Assignor. The Assignee agrees to deliver to the Borrower will not seek to recover from and the Administrative Agent for any on or before the Effective Date such payment once made. Any transfer Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingtax.

Notice of Assignment. Obligations under this Loan We refer to: (i) the Rental Agreement ref. TRM001 and the Supplemental Agreement thereto (together the "Agreement") made between yourselves and NCR Limited ("NCR"); and (ii) the Security Assignment dated 4 September 2002 ("TRM Assignment") by which you assigned to NCR by way of security all of your rights, title, benefit and interest in and to the Assigned Property (as defined therein). Copies of the Agreement and one or more related promissory notes the TRM Assignment are annexed hereto for identification. We hereby give notice that pursuant to a security assignment dated 5 September 2002 and other arrangements made in connection therewith: (i) NCR has assigned to us by way of security all of its right, title, benefit and interest in and to the Agreement together with all of its right, title, benefit and interest in and to the Assigned Property assigned to NCR pursuant to the TRM Assignment (together the "Assigned Rights"); and (ii) the Products (as defined in the Agreement) have been pledged sold to CoBankus. We hereby give further notice that by an assignment made on 10 September 2002 and arrangements made in connection therewith: (i) all of our rights, ACBtitle, as administrative agent benefit and interest in and to the Assigned Rights have been assigned to CITICAPITAL LTD of CitiCapital House, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (“Administrative Agent”the "Owner"); and (ii) for the benefit Products have been sold to the Owner. Notwithstanding the assignments referred to above: (i) NCR remains liable to you to perform all of its obligations assumed under the Agreement and neither we nor the Owner are to be under any obligation of any kind whatsoever, and (ii) until you receive directions from the Owner to the contrary, you should continue to pay sums falling due under the Agreement to NCR and you should deal solely with NCR in relation to the invoicing and payment of rental charges and other sums falling due under the Agreement. If you wish to vary or terminate the Agreement, you should contact NCR in the first instance. However, any variation or termination will not be binding unless agreed in writing by the Owner. Please would you acknowledge receipt of this notice of assignment by countersigning and returning the enclosed copy of this letter. /s/ ▇▇▇▇▇▇▇ Spring For and on behalf of SUMMIT ASSET MANAGEMENT LIMITED TO: CITICAPITAL LTD. In consideration of the lenders from time payment by you to time (collectively, the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned to the Administrative Agent. The Borrower hereby consents to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) all rights, powers, and remedies with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made directly to the Administrative Agent for the Administrative Agent’s benefit; c) the Borrower will direct all reports, notices, and communications with respect to this Loan Agreement (including without limitation, financial reports and notices related to borrowing, fixing rates, covenants, and defaults) to the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once made. Any transfer of this Loan Agreement, other than to the Administrative Agent, will violate the rights us on demand of the Administrative Agentsum of One Pound, we hereby acknowledge receipt of the Notice of Assignment of which this is a duplicate copy and acknowledge, confirm and agree as secured party unless the Administrative Agent consents to such transfer in writing.follows:

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged Each Assignor hereby gives notice to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit other parties hereto of the lenders from time to time (collectively, the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned to the Administrative Agent. The Borrower hereby consents to such pledge and any resulting transfer or assignment and further acknowledges assumption of the Assigned Commitments and agrees that in hereby instructs the event of such transfer or assignment: a) all rights, powers, and remedies Borrower to make payments with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made Assigned Commitments directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; provided, however, that the Borrower and the Administrative Agent’s benefit; cAgent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (i) the Borrower will direct all reportsAdministrative Agent shall have received counterparts of this Agreement duly executed by such Assignor, noticesthe Assignee and the Borrower, and communications (ii) each Assignor shall have delivered to the Administrative Agent any Notes that shall be subject to such assignment. From and after the date (the "Effective Date") on which the Administrative Agent shall notify the Borrower, the Assignee and such Assignor that (i) and (ii) shall have occurred and all consents, if any, required shall have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to the Assignee as provided herein, shall have the rights and obligations of a Lender under the Loan Agreement, and the Assignor shall be released from the liabilities of a Lender under the Loan Agreement, to the extent that the rights and obligations thereunder shall have been assigned to the Assignee as provided herein, and the Administrative Agent shall make a record thereof in the Register. After the Effective Date, and with respect to this all such amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to such Assignor in respect of the Assigned Commitments shall be paid to the Assignee, (b) if such Assignor receives any payment on account of the Assigned Commitments, such Assignor shall promptly deliver such payment to the Assignee, and (c) any notices to the Assignee as a Lender under the Loan Agreement (including without limitation, financial reports and notices related shall be sent to borrowing, fixing rates, covenants, and defaults) it at the address shown in Schedule 2 hereto. The Assignee agrees to deliver to the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once made. Any transfer Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingtax.

Notice of Assignment. Obligations under The Assignor agrees to give notice of the assignment and assumption of the Assigned Loan and the Assigned Commitment to the Administrative Agent and hereby instructs the Administrative Agent to make payments with respect to the Assigned Loan and the Assigned Commitment directly to the Assignee at the offices specified in Item 6 on Schedule 1 hereto (which shall also be the Assignee's address for notices pursuant to Section 11.1 of the Loan Agreement); provided, however, that the Borrower and the Administrative Agent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interest so assigned until (i) the Administrative Agent shall have received a counterpart of this Agreement duly executed by the Assignor, the Assignee and the Borrower, (ii) the Assignor shall have delivered to the Borrower any Notes that shall be subject to such assignment, and (iii) all other conditions set forth in Section 11.6(b) of the Loan Agreement and one or more related promissory notes have been pledged satisfied, including the receipt by the Administrative Agent of the $2500 administrative fee referred to CoBankin clause (iii) thereof. From and after the date (the "Effective Date") on which the Administrative Agent shall notify the Borrower, ACBthe Assignee, and the Assignor that (i), (ii) and (iii) shall have occurred and all consents (if any) required shall have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to the Assignee as administrative agent provided herein, shall have the rights and obligations of a Bank under the Loan Agreement. After the Effective Date, (“Administrative Agent”a) all interest, principal, fees and other amounts that would otherwise be payable to the Assignor in respect of the Assigned Loan and the Assigned Commitment shall be paid to the Assignee, and (b) if the Assignor receives any payment on account of the Assigned Loan or the Assigned Commitment, the Assignor shall hold such payment for the benefit of the lenders from time to time (collectively, the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by Assignee and among the Lender, Administrative Agent, any Guarantors hereafter party thereto and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned shall promptly deliver it to the Administrative AgentAssignee. The Borrower hereby consents Assignee agrees to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) all rights, powers, and remedies with respect to loans made pursuant to this Loan Agreement will be transferred deliver to the Administrative Agent, Borrower and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made directly to the Administrative Agent for such Internal Revenue Service forms as may be required to establish that the Administrative Agent’s benefit; c) Assignee is entitled to receive payments under the Borrower will direct all reports, notices, and communications with respect to this Loan Agreement (including without limitation, financial reports and notices related to borrowing, fixing rates, covenants, and defaults) to the Administrative Agent; d) the Borrower will make all payments as directed by the Administrative Agent; and e) all payments shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek to recover from the Administrative Agent for any such payment once made. Any transfer withholding of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingtax.

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit The Assignor hereby gives notice of the lenders from time to time (collectively, assignment and assumption of the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto Assigned Loans and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned Assigned Commitments to the Administrative Agent. The Borrower Agent and hereby consents instructs the Borrowers to such pledge and any resulting transfer or assignment and further acknowledges and agrees that in the event of such transfer or assignment: a) all rights, powers, and remedies make payments with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, Assigned Loans and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made Assigned Commitments directly to the Administrative Agent for the benefit of the Assignee as provided in the Loan Agreement; provided, however, that the Borrowers and the Administrative Agent’s benefit; cAgent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (a) the Borrower will direct all reportsAdministrative Agent shall have received a copy of this Assignment and Assumption Agreement duly executed by the Assignor, noticesthe Assignee, and communications the Borrowers (to the extent required under the Loan Agreement), and shall have received the assignment fee described in Section 11.5(c)(iii) of the Loan Agreement, and (b) the Assignor shall have delivered to the Administrative Agent its promissory notes. From and after the date (the "Effective Date") on which the Administrative Agent shall notify the Borrowers, the Assignee and the Assignor that (a) and (b) have occurred and all consents (if any) required have been given, the Assignee shall be deemed to be a party to the Loan Agreement and, to the extent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of a Lender under the Loan Agreement. After the Effective Date, and with respect to this Loan Agreement all such amounts accrued from the Assignment Date, (including without limitationi) all interest, financial reports and notices related to borrowingprincipal, fixing rates, covenantsfees, and defaults) other amounts that would otherwise be payable to the Administrative Agent; d) Assignor in respect of the Borrower will make all payments as directed by Assigned Loans or the Administrative Agent; and e) all payments Assigned Commitments shall be made irrespective ofpaid to the Assignee, (ii) if the Assignor receives any payment on account of the Assigned Loans or the Assigned Commitments that is payable to the Assignee, the Assignor shall promptly deliver such payment to the Assignee, and without deduction for(iii) if the Assignee receives any payment in respect of Obligations of the Borrowers accrued prior to the Effective Date, any counterclaim, defense, recoupment, or setoff then the Assignee shall pay over the same to the Assignor. The Assignee agrees to deliver to the Borrowers and the Borrower will not seek to recover from the Administrative Agent for any on or before the Effective Date such payment once made. Any transfer Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Loan Agreement without deduction or withholding of this Loan Agreement, other than to the Administrative Agent, will violate the rights of the Administrative Agent, as secured party unless the Administrative Agent consents to such transfer in writingtax.

Notice of Assignment. Obligations under this Loan Agreement and one or more related promissory notes have been pledged to CoBank, ACB, as administrative agent (“Administrative Agent”) for the benefit of the lenders from time to time (collectively, the “Banks”) to Lender under that certain Credit Agreement dated as of April 17, 2017, by and among the Lender, Administrative Agent, any Guarantors hereafter party thereto and the Banks (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"), and may be transferred or assigned The Assignor hereby gives notice to the Administrative Agent. The Borrower hereby consents to such pledge and any resulting transfer or Agent of the assignment and further acknowledges assumption of the Assigned Loans and agrees that in the event of such transfer or assignment: a) all rights, powers, Assigned Commitments and remedies hereby instructs Borrowers to make payments with respect to loans made pursuant to this Loan Agreement will be transferred to the Administrative Agent, Assigned Loans and the Borrower will comply accordingly; b) all representations, warranties, and covenants will be deemed to be made Assigned Commitment directly to the Administrative Agent for the benefit of the Assignee as provided in the Credit Agreement; provided, however, that Borrowers and the Administrative Agent’s benefit; cAgent shall be entitled to continue to deal solely and directly with the Assignor in connection with the interests so assigned until (i) the Borrower will direct all reportsAdministrative Agent shall have received counterparts of this Agreement duly executed by the Assignor, noticesthe Assignee and Borrowers (if Borrowers’ consent hereto is required), and communications with respect to this Loan Agreement (including without limitationand, financial reports and notices related to borrowing, fixing rates, covenants, and defaults) to the Administrative Agent; d) the Borrower will make all payments as directed unless receipt thereof is waived by the Administrative Agent; , shall have received the assignment fee described in the Credit Agreement and e(ii) all payments the Assignor shall be made irrespective of, and without deduction for, any counterclaim, defense, recoupment, or setoff and the Borrower will not seek have delivered to recover from the Administrative Agent for any Notes that shall be subject to such payment once madeassignment. Any transfer of this Loan Agreement, other than to From and after the Administrative Agent, will violate date (the rights of the Administrative Agent, as secured party unless “Effective Date”) on which the Administrative Agent consents shall notify Borrowers, the Assignee, and the Assignor that (i) and (ii) shall have occurred and all consents, if any, required shall have been given, the Assignee shall be deemed to be a party to the Credit Agreement and shall have the rights and obligations of a Lender under the Credit Agreement. After the Effective Date, and with respect to all such transfer amounts accrued from the Assignment Date, (a) all interest, principal, fees, and other amounts that would otherwise be payable to the Assignor in writingrespect of the Assigned Loans and the Assigned Commitments shall be paid to the Assignee, (b) if the Assignor receives any payment on account of the Assigned Loans or the Assigned Commitment, the Assignor shall promptly deliver such payment to the Assignee, and (c) any notices to the Assignee as a Lender under the Credit Agreement shall be sent to it at the address shown in Item 6 of Schedule 1 hereto. The Assignee agrees to deliver to Borrowers and the Administrative Agent such Internal Revenue Service forms as may be required to establish that the Assignee is entitled to receive payments under the Credit Agreement without deduction or withholding of tax.