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 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 The Assignor and the Assignee hereby instruct the Borrower to make payments (i) with respect to the Assignor Loans to the Assignor in accordance with the Loan Agreement and one or more related promissory notes have been pledged to CoBank, ACB, as administrative agent (“Administrative Agent”ii) 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 the Loans made by the Assignee pursuant to this the Commitment to the Assignee in accordance with the Loan Agreement. The Assignee's address for notices pursuant to Section 11.1 of the Loan Agreement will be transferred to is specified in Item 3 on Schedule 1 hereto. From and after the Administrative AgentAssignment Date, 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; cextent that rights and obligations thereunder shall have been assigned to Assignee as provided herein, shall have the rights and obligations of the Lender under the Loan Agreement. From and after the Assignment Date, (a) all interest, principal, fees and other amounts that would otherwise be payable to the Assignor in respect of the Commitment (other than in respect of the Assignor Loans) shall be paid to the Assignee, and (b) if the Assignor receives any payment on account of the Commitment (other than in respect of the Assignor Loans), the Assignor shall promptly deliver such payment to the Assignee. Likewise, in the event the Assignee receives any payment on account of interest, principal, fees or other amounts relating to the Assignor Loans, the Assignee shall promptly deliver such payment to the Assignor. The Assignee agrees to deliver to the Borrower will direct all reports, notices, and communications with respect such Internal Revenue Service forms as may be required to this establish that the Assignee is entitled to receive 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 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 CoBankARO Liquidation, ACB, as administrative agent Inc. (the “Administrative AgentCompany”) for and Optium Fund 2 LLC (the benefit of “Assignee”) have entered into a Claim Purchase Agreement dated _____________, 201_ (the lenders from time “Agreement”). Pursuant to time that Agreement, the Company and its Affiliated Sellers as set forth in Exhibit C to the Agreement (collectively, the “BanksCompany Sellers”) have irrevocably assigned and transferred to Lender under that certain Credit Agreement dated as Assignee all of April 17the their rights, 2017title and interest in, by and among the Lenderto, Administrative Agentor connected in any manner with, any Guarantors hereafter party thereto settlement, judgment or recovery of funds or other consideration (collectively, “Settlement Funds”) arising from the litigation entitled In re Payment Card Interchange Fee and the Banks Merchant Discount Antitrust Litigation (as amended, restated, modified, or supplemented from time to time hereafter, the "Credit Agreement"Case No. 1:05 md-1720-XX-XX), and may be transferred or assigned to filed in the Administrative Agent. The Borrower hereby consents to such pledge United States District Court for the Eastern District of New York, and any resulting transfer other cases constituting a reformation of the causes of action therein or assignment in which the same claims are alleged (the “Litigation”). Assignee is now the legal and further acknowledges and agrees that in the event equitable owner of such transfer or assignment: a) all rights, powerstitle and interest associated with the Settlement Funds and the Litigation and you should deal directly with Assignee (or its duly appointed agents) on all matters regarding the Settlement Funds or the Litigation. In particular, the rights assigned and remedies transferred by the Company Sellers to Assignee include, but are not limited to, the right to: (1) file, modify, compromise or amend a claim in connection with the Litigation; (2) communicate and receive communications from the Court, claims administrator, class counsel or other interested parties with respect to loans made pursuant the Litigation; (3) receive Settlement Funds; and (4) challenge and/or negotiate the amount of Settlement Funds to be paid to Assignee in connection with the Litigation. All of the Company Sellers’ third party service providers and counterparties are directed to provide Assignee with any and all of the Company Sellers’ transactional information, sales information, purchase information, and other information requested by Assignee. From this Loan Agreement will date forward, all payments of Settlement Funds shall be transferred directed 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 following bank account unless the Administrative Agent consents Assignee notifies you otherwise: Bank: Comerica Bank ABA Number: 000000000 Account Name: Optium Fund 2 LLC Settlement Account LLC Account Number: _________________________ All communications regarding the Litigation or the Settlement Funds, should be sent to such transfer in writing.Assignee at the following address: Optium Fund 2 LLC 000 Xxxxxxx Xxxxxx Xxxxx Xxxxx 000 Xxxxxxx Xxxxx, XX 00000 Attn: Chief Executive Officer xxxxxxxxxx@xxxxxxxxxxxxx.xxx Date: , 201_ __________________________, ON BEHALF OF ITSELF AND THE AFFILIATED SELLERS LISTED ON EXHBIT D TO THE AGREEMENT By ARO Liquidation, Inc. Name: Title: Contact Details: Exhibit C to Claim Purchase Agreement Affiliated Sellers

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 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.