Common use of Successors and Assigns; Assignments and Participations Clause in Contracts

Successors and Assigns; Assignments and Participations. (a) With the prior consent of Agent, any Lender may, notwithstanding anything to the contrary in this Agreement or otherwise, at its own cost and expense, sell, assign or transfer, all or a portion of its rights and delegate all or a portion of its obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the Loan) to one or more Transferees; provided, however, that any transfer of less than all of any Lender’s rights hereunder or any transfer to a Person who is not a Lender hereunder shall be in minimum amounts of not less than $5,000,000. The Transferee and such Lender shall execute and deliver for acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable to Agent (“Lender Addition Agreement”). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7). Upon receipt by Borrower of written notice from Agent of any such assignment and compliance with Section 12.2(d), Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the Transferee and that the Transferee shall be considered to be a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agent.

Successors and Assigns; Assignments and Participations. (a) With the prior consent of AgentEach Lender may at any time assign, any Lender may, notwithstanding anything to the contrary in this Agreement transfer or otherwise, at its own cost and expense, sell, assign or transfer, sell all or a portion of its rights and delegate all or a portion of its rights and/or obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the LoanLoans, Obligations and/or Collateral) to one or more TransfereesPersons (a "TRANSFEREE"); provided, that such assignment shall be in an amount equal to the lesser of (i) at least $500,000 and (ii) the remaining unpaid Obligations owing to such Lender by the Borrower; provided, however, that notwithstanding anything to the contrary in this Section 13.2(a), CapitalSource hereby agrees that so long as any transfer Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) remain outstanding and no Default or Event of less than all Default has occurred and is continuing, its aggregate Commitments shall equal at least fifty and one-tenth of one percent (50.1%) of the total aggregate Commitments. Notwithstanding anything to the contrary in this Agreement (including, without limitation, any Lender’s rights hereunder or any transfer to a Person who is not a Lender hereunder limitation set forth in this Section 13.2(a)), there shall be in minimum amounts of not less than $5,000,000no limitation or restriction on CapitalSource's ability to assign, pledge or otherwise transfer any Note, Obligation or Loan Document pursuant to Section 13.2(e). The Transferee and such assigning Lender shall execute and deliver for acceptance and recording in the Register, to Agent a Lender Addition Agreement, which shall be in form and substance reasonably acceptable to Agent (“Lender Addition Agreement”). Upon such execution, delivery, acceptance and recordingrecording of, and from and after the effective date determined pursuant to to, such Lender Addition Agreement, (i) the Transferee thereunder shall be a party hereto as a Lender and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances Commitment or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by of the assignment or transfer to the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, but shall nevertheless continue to be entitled to the benefits of Sections 12.4 13.4 and 12.713.7). Upon receipt by Borrower of written notice from Agent of any such assignment and compliance with Section 12.2(d), Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the Transferee and that the Transferee shall be considered to be a “"Lender” " hereunder. Borrower may not sellIf applicable, assign each Lender (including registered assignees) that is organized under the laws of a jurisdiction other than the United States of America or transfer a state thereof shall, and shall cause each of its assignees to, provide to the Agent on or prior to the effective date of any interest assignment an appropriate Internal Revenue Service form supporting such Foreign Lender's or assignee's position that no withholding by any Credit Party or the Agent for United States income tax payable by such Foreign Lender or assignee in respect of amounts received by it hereunder is required. Under this Agreement, any of the other Loan Documentsan appropriate Internal Revenue Service form shall mean Internal Revenue Service Form W-8BEN or W-8ECI, or any of the Obligations, successor or any portion thereof, including Borrower’s rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agentrelated forms adopted by relevant United States taxing authorities.

Successors and Assigns; Assignments and Participations. (a) With the prior consent of AgentSubject to Sections 12.2(f) and (h), a Lender may at any Lender may, notwithstanding anything to the contrary in this Agreement or otherwise, at its own cost and expense, sell, time assign or transfer, all or a portion of its rights and delegate all or a portion of its obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the Loan) to one or more TransfereesPersons (a “Transferee”); provided, however, that any transfer so long as no Default or Event of less than all Default has occurred and is continuing, no such Transferee shall be a BDC or a wholly-owned Subsidiary of a BDC. Notwithstanding anything to the contrary in this Agreement, but subject to the immediately proceeding proviso, there shall be no limitation or restriction on any Lender’s rights hereunder ability to assign, pledge or otherwise transfer any transfer to a Person who is not a Lender hereunder shall be in minimum amounts of not less than $5,000,000Note or other Obligation. The Transferee and such Lender shall execute and deliver for acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable to Agent in its sole discretion (“Lender Addition Agreement”). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances Commitments or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7). Upon receipt by Borrower of written notice from Agent of any such assignment and compliance with Section 12.2(d), Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the Transferee and that the Transferee shall be considered to be a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agent.

Successors and Assigns; Assignments and Participations. (a) With the prior consent of Agent, A Lender may at any Lender may, notwithstanding anything to the contrary in this Agreement or otherwise, at its own cost and expense, sell, time assign or transfer, all or a portion of its rights and delegate all or a portion of its obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the Loan) to one or more Transferees; provided, however, that any transfer of less than all of any Lender’s rights hereunder Persons (a “Transferee”) without limitation or any transfer to a Person who is not a Lender hereunder shall be in minimum amounts of not less than $5,000,000restriction. The Transferee and such Lender shall execute and deliver for acceptance and recording in the Register, Register a Lender Addition Agreement, which shall be in form and substance reasonably acceptable to Agent in its sole discretion (“Lender Addition Agreement”). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances Commitment or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.712.7 hereof). Upon receipt by Borrower of written notice from Agent of any such assignment and compliance with Section 12.2(d), Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the Transferee and that the Transferee shall be considered to be a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, Documents or any of the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powers, powers and duties hereunder or thereunder, without the prior written consent of Agent.

Successors and Assigns; Assignments and Participations. (a) With Subject to Sections 12.2(f) and (h), and so long as such assignment does not result in there being more than eighty (80) Note Purchasers and Participants in the prior aggregate, a Note Purchaser may at any time, with the consent of Agent, any Lender may, notwithstanding anything the Administrative Agent and the Issuer (such consent not to the contrary in this Agreement or otherwise, at its own cost and expense, sellbe unreasonably withheld), assign or transfer, all or a portion of its rights and delegate all or a portion of its obligations Revolving Commitment under this Agreement and the other Loan Transaction Documents (including all its rights and obligations with respect to the LoanNotes) to one or more TransfereesPersons (a “Transferee”); provided, howeverthat Issuer consent shall not be required (i) in connection with an assignment of a Note Purchaser’s Note Fundings hereunder, that (ii) in connection with a Note Purchaser’s assignment of its Revolving Commitment to an Affiliate of such Note Purchaser or (iii) upon the occurrence and continuance of an Event of Default or Early Wind-Down Trigger Event. Notwithstanding anything to the contrary in this Agreement, prior to the occurrence of an Event of Default, no Note Purchaser shall assign, pledge or otherwise transfer any transfer Note or other Obligation to an Issuer Competitor without the prior written consent of less than all of any Lender’s rights hereunder or any transfer to a Person who is not a Lender hereunder shall be in minimum amounts of not less than $5,000,000Issuer. The Transferee and such Lender Note Purchaser shall execute and deliver for acceptance and recording in the Note Purchaser Register, a Lender Note Purchaser Addition Agreement, which shall be in form and substance reasonably acceptable to Administrative Agent in its sole discretion (“Lender Note Purchaser Addition Agreement”). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Note Purchaser Addition Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Note Purchaser Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender Note Purchaser hereunder, (ii) the assigning Lender Note Purchaser shall be relieved of its obligations hereunder with respect to its Advances Note Fundings or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Note Purchaser Addition Agreement (and, in the case of a Lender Note Purchaser Addition Agreement covering all or the remaining portion of an assigning LenderNote Purchaser’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7). Upon receipt by Borrower of written notice from Agent of any such assignment and compliance with Section 12.2(d), Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the Transferee and that the Transferee shall be considered to be a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agent.such

Successors and Assigns; Assignments and Participations. (a) With The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of Agent, the Agent (and any Lender may, notwithstanding anything to attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) the contrary in this Agreement or otherwise, at its own cost and expense, sell, Lenders may not assign or transfer, all or a portion of otherwise transfer its rights and delegate all or obligations hereunder to an assignee (“Assignee”) without the prior written consent of the Borrowers (such consent of the Borrowers not to be unreasonably withheld or delayed), which consent shall not be required (A) during the existence of a portion Default or Event of its obligations Default, or (B) during the existence of a default under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the Loan) to one or more Transfereesany material Contractual Obligation of any Borrower; provided, howeverfurther, that any transfer of less that, (other than all of any Lender’s rights hereunder or any transfer to a Person who is Lender or an Affiliate of a Lender), the amount of Loans of the assigning Lender subject to each assignment (aggregating any such assignments by Affiliates) shall not a Lender hereunder shall be in minimum amounts of not less than $5,000,00015,000,000, unless the Borrowers and the Agent otherwise agree. The Transferee and such Lender shall execute and deliver for Subject to acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable thereof pursuant to Agent (“Lender Addition Agreement”). Upon such execution, delivery, acceptance and recordingthis Section 9.6, from and after the effective date determined pursuant to such Lender Addition Agreementspecified in each Assignment and Assumption, (i) the Transferee Assignee thereunder shall be a party hereto and, to the extent provided in of the interest assigned by such Lender Addition AgreementAssignment and Assumption, have the same rights, benefits rights and obligations as it would if it were of a Lender hereunderunder this Agreement, (ii) and the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances or assigned portion thereof, as the case may bethereunder shall, to the extent that of the interest assigned by such Assignment and Assumption, be released from its obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition under this Agreement (and, in the case of a Lender Addition Agreement an Assignment and Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, but shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7of). Upon receipt by Borrower The Agent, acting for this purpose as an agent of written notice from Agent the Borrowers, shall maintain at one of any such assignment its offices a copy of each Assignment and compliance with Section 12.2(d)Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation principal amount of Borrower the Loans owing to, each Lender pursuant to the Transferee and that terms hereof from time to time (the Transferee “Register”). The entries in the Register shall be considered conclusive, and the Borrowers, the Agent, and the Lenders may treat each Person whose name is recorded in the Register pursuant to be the terms hereof as a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in Lender hereunder for all purposes of this Agreement, any notwithstanding notice to the contrary. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Xxxxxx and an Assignee, the other Loan Documents, or any of Assignee’s completed administrative questionnaire (unless the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powersAssignee shall already be a Lender hereunder), and duties hereunder or thereunder, without the prior any written consent to such assignment required by this Section 9.6, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of Agentthis Agreement unless it has been recorded in the Register as provided in this paragraph.

Successors and Assigns; Assignments and Participations. (a) With the prior consent of AgentSubject to Sections 12.2(d) and (h), a Lender may at any Lender may, notwithstanding anything to the contrary in this Agreement or otherwise, at its own cost and expense, sell, time assign or transfer, all or a portion of its rights and delegate all or a portion of its obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the Loan) to one or more Transferees; Persons (a “Transferee”) with the written consent of Agent, provided, however, that so long as no Event of Default exists, Borrower’s consent (which consent may be withheld in Borrower’s sole discretion) shall be required for any transfer of less than all of assignment pursuant to this Section 12(a) to a Person that is a Direct Competitor. Except as set forth in the immediately preceding sentence, there shall be no limitation or restriction on any Lender’s rights hereunder ability to assign, pledge or otherwise transfer any transfer to a Person who is not a Lender hereunder shall be in minimum amounts of not less than $5,000,000Note or other Obligation. The Transferee and such Lender shall execute and deliver for acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable to Agent in its sole discretion (“Lender Addition Agreement”) together with a processing and recordation fee of $5,000 for the account of Agent (unless such fee is waived by Agent in its sole discretion), such fee to be paid by either the Transferee or such Lender or shared between Transferee and such Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7). Upon receipt by Borrower of written notice from Agent of any such assignment and compliance with Section 12.2(d), Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the Transferee and that the Transferee shall be considered to be a “Lender” hereunder, provided, however, that such Participant shall not be entitled to receive any greater payment under Sections 12.4 or 12.7, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agent.

Successors and Assigns; Assignments and Participations. (a) With Subject to Sections 12.2(f) and (h), a Lender may at any time, with the prior consent of Agent, any Lender may, notwithstanding anything the Agent and such Lender’s Managing Agent (such consent not to the contrary in this Agreement or otherwise, at its own cost and expense, sellbe unreasonably withheld), assign or transfer, all or a portion of its rights and delegate all or a portion of its obligations Loans and/or, in the case of any Bank Branch, its Revolving Loan Amount under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the Loan) to one or more Transferees; providedPersons (a “Transferee”). Notwithstanding anything to the contrary in this Agreement, however, that any transfer of less than all of there shall be no limitation or restriction on any Lender’s rights hereunder ability to assign, pledge or otherwise transfer any transfer to a Person who is not a Lender hereunder shall be in minimum amounts of not less than $5,000,000Note or other Obligation. The Transferee and such Lender shall execute and deliver for acceptance and recording in the Lender Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable to Agent in its sole discretion (“Lender Addition Agreement”). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances Loans or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7). Upon receipt by Borrower of written notice from Agent of any such assignment and compliance with Section 12.2(d), Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the Transferee and that the Transferee shall be considered to be a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agent.. [RumbleOn] Loan Agreement

Successors and Assigns; Assignments and Participations. (a) With the prior consent of Agent, Each Lender may at any Lender may, notwithstanding anything to the contrary in this Agreement or otherwise, at its own cost and expense, sell, time assign or transfer, all or a portion of its rights and delegate all or a portion of its obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the LoanLoans) to one or more TransfereesPersons (a "TRANSFEREE"); provided, however, (i) that any transfer of less than all of any Lender’s rights hereunder or any transfer to a Person who is not a Lender hereunder shall be in minimum amounts of not less than $5,000,000. The such Transferee and such assigning Lender shall execute and deliver to Agent for acceptance and recording in the Register, a Lender Addition AgreementAgreement and (ii) such assignments shall involve Obligations of not less than $5,000,000 or, which shall be in form and substance reasonably acceptable to Agent (“Lender Addition Agreement”)if less, the remaining Commitment of such Lender. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances Commitment or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, but shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7). Upon receipt by Borrower of written notice from Agent of any such assignment and compliance with Section 12.2(d), Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the Transferee and that the Transferee shall be considered to be a “"Lender” " hereunder. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including Borrower’s 's rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agent.

Successors and Assigns; Assignments and Participations. (a) With the prior consent of AgentSubject to Sections 12.2(f) and (h), a Lender may at any Lender may, notwithstanding anything to the contrary in this Agreement or otherwise, at its own cost and expense, sell, time assign or transfer, all or a portion of its rights and delegate all or a portion of its obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the Loan) to one or more TransfereesPersons (a “Transferee”); provided, however, that any transfer so long as no Default or Event of less than all Default has occurred and is continuing, no such Transferee shall be a BDC or a wholly-owned Subsidiary of a BDC. Notwithstanding anything to the contrary in this Agreement, but subject to the immediately proceeding proviso, there shall be no limitation or restriction on any Lender’s rights hereunder ability to assign, pledge or otherwise transfer any transfer to a Person who is not a Lender hereunder shall be in minimum amounts of not less than $5,000,000Note or other Obligation. The Transferee and such Lender shall execute and deliver for acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable to Agent in its sole discretion (“Lender Addition Agreement”). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances Commitments or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7). Upon receipt by Borrower of written notice from Agent of any such assignment and compliance with Section 12.2(d), Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the Transferee and that the Transferee shall be considered to be a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agent.

Successors and Assigns; Assignments and Participations. (a) With The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of Agent, the Agent (and any Lender may, notwithstanding anything to attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) the contrary in this Agreement or otherwise, at its own cost and expense, sell, Lenders may not assign or transfer, all or a portion of otherwise transfer its rights and delegate all or obligations hereunder except to an assignee (“Assignee”) without the prior written consent of the Borrowers (such consent of the Borrowers not to be unreasonably withheld or delayed), which consent shall not be required (A) during the existence of a portion Default or Event of its obligations Default, or (B) during the existence of a default under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the Loan) to one or more Transfereesany material Contractual Obligation of any Borrower; provided, howeverfurther, that any transfer of less that, (other than all of any Lender’s rights hereunder or any transfer to a Person who is Lender or an Affiliate of a Lender), the amount of Loans of the assigning Lender subject to each assignment (aggregating any such assignments by Affiliates) shall not a Lender hereunder shall be in minimum amounts of not less than $5,000,00015,000,000, unless the Borrowers and the Agent otherwise agree. The Transferee and such Lender shall execute and deliver for Subject to acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable thereof pursuant to Agent (“Lender Addition Agreement”). Upon such execution, delivery, acceptance and recordingthis Section 9.6, from and after the effective date determined pursuant to such Lender Addition Agreementspecified in each Assignment and Assumption, (i) the Transferee Assignee thereunder shall be a party hereto and, to the extent provided in of the interest assigned by such Lender Addition AgreementAssignment and Assumption, have the same rights, benefits rights and obligations as it would if it were of a Lender hereunderunder this Agreement, (ii) and the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances or assigned portion thereof, as the case may bethereunder shall, to the extent that of the interest assigned by such Assignment and Assumption, be released from its obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition under this Agreement (and, in the case of a Lender Addition Agreement an Assignment and Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, but shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7Section 9.5). Upon receipt by Borrower The Agent, acting for this purpose as an agent of written notice from Agent the Borrower, shall maintain at one of any such assignment its offices a copy of each Assignment and compliance with Section 12.2(d)Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation principal amount of Borrower the Loans owing to, each Lender pursuant to the Transferee and that terms hereof from time to time (the Transferee “Register”). The entries in the Register shall be considered conclusive, and the Borrower, the Agent, and the Lenders may treat each Person whose name is recorded in the Register pursuant to be the terms hereof as a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in Lender hereunder for all purposes of this Agreement, any notwithstanding notice to the contrary. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Xxxxxx and an Assignee, the other Loan Documents, or any of Assignee’s completed administrative questionnaire (unless the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powersAssignee shall already be a Lender hereunder), and duties hereunder or thereunder, without the prior any written consent to such assignment required by this Section 9.6, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of Agentthis Agreement unless it has been recorded in the Register as provided in this paragraph.

Successors and Assigns; Assignments and Participations. (a) With the prior consent of Agent, Each Lender may at any Lender may, notwithstanding anything to the contrary in this Agreement or otherwise, at its own cost and expense, time sell, transfer or assign or transfer, all or a portion of its rights and delegate all or a portion of its obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the LoanLoans, Obligations and/or Collateral) to one or more TransfereesPersons (a “Transferee”); provided, however, provided that any transfer of less than all of any Lender’s rights hereunder or any transfer to a Person who is not a Lender hereunder shall be in minimum amounts of not less than $5,000,000. The such Transferee and such assigning Lender shall execute and deliver to Agent for acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable to Agent in its Permitted Discretion; provided further that (A) any such assignment shall be in a minimum amount of $2,000,000 or, if less, the entire Commitment and/or Loans of such Lender, and (B) so long as no Event of Default has occurred and is continuing and CapitalSource Finance LLC (“CapitalSource”) has not previously resigned as Agent and/or assigned any of its rights in each case during the continuance of Default or Event of Default, CapitalSource shall insure that it shall remain the Agent and its aggregate Commitment and holding of principal amount of outstanding Term Loans shall equal at least 51% of the total outstanding amount of the Term Loans and Commitments for the Revolving Facility; provided however that the provisions of Section 13.2(h) of this Agreement shall apply to the exclusion of all other provisions of this Agreement, including without limitation any limitation set forth in this Section 13.2(a), and in the event of any conflict between the provisions of this Section 13.2(a) and the provisions of Section 13.2(h), the provisions of Section 13.2(h) shall control. Without limiting the generality of the foregoing, there shall be no limitation or restriction on CapitalSource’s or any Lender’s ability to assign, pledge or otherwise transfer any Note or other Obligation to any Affiliate of CapitalSource or such Lender Addition Agreement”)or to any funding or financing source of CapitalSource, of such Lender or of any of their respective Affiliates. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, shall have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances Commitment or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, but shall nevertheless continue to be entitled to the benefits of Sections 12.4 13.4 and 12.713.7). Upon receipt by Borrower of written notice from Agent of any such assignment The Credit Parties hereby acknowledge and compliance with Section 12.2(d), Borrower hereby acknowledges and agrees agree that any assignment will give rise to a direct obligation of Borrower the Credit Parties to the Transferee and that the Transferee shall be considered to be a “Lender” hereunder. Borrower The Credit Parties may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including Borrower’s the Credit Parties’ rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agent.

Successors and Assigns; Assignments and Participations. (a) With the prior consent of AgentSubject to Sections 12.2(c) and (d), a Lender may at any Lender may, notwithstanding anything to the contrary in this Agreement or otherwise, at its own cost and expense, sell, time assign or transfer, all or a portion of its rights and delegate all or a portion of its obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the Loan) to one or more Transferees; Persons other than the Borrower or any Affiliate of the Borrower (subject to the following proviso, each, a “Transferee”), provided, howeverthat unless an Event of Default has occurred and is continuing (in which event no such restriction shall apply), no natural person, Non-Funding Lender or Affiliate of a Non-Funding Lender, direct competitor of Borrower or Holdings or any Person who is directly engaged in consumer lease financing to big box retail, or is controlled by a Person which is a direct competitor of Borrower or who is directly engaged in consumer lease financing to big box retail, shall constitute a Transferee hereunder and Borrower shall have a right to consent to any Transferee that any transfer is not an Approved Fund of less a Lender (each such Person that is precluded from being a Transferee pursuant to this proviso, an “Ineligible Transferee”). Notwithstanding anything to the contrary in this Agreement, other than all restrictions set forth in the definition of “Transferee”, there shall be no limitation or restriction on any Lender’s rights hereunder ability to assign, pledge or otherwise transfer any transfer to a Person who is not a Lender hereunder shall be in minimum amounts of not less than $5,000,000Note or other Obligation. The Transferee and such Lender shall execute and deliver for acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable to Agent in its Permitted Discretion (“Lender Addition Agreement”). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7). Upon receipt by Borrower of written notice from Agent of any such assignment and compliance with Section 12.2(d), Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the Transferee and that the Transferee shall be considered to be a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the its Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agent.

Successors and Assigns; Assignments and Participations. (a) With the prior consent of Agent, Each Lender may at any Lender may, notwithstanding anything to the contrary in this Agreement or otherwise, at its own cost and expense, sell, time assign or transfer, all or a portion of its rights and delegate all or a portion of its obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the LoanLoans) to one or more TransfereesPersons (a "Transferee"); provided, however, that any transfer of less than all of any Lender’s rights hereunder or any transfer to a Person who is not a Lender hereunder shall be in minimum amounts of not less than $5,000,000. The such Transferee and such assigning Lender shall execute and deliver to Agent for acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable to Agent (“Lender Addition Agreement”). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances Commitment or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, but shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7). Upon receipt by Borrower of written notice from Agent of any such assignment and compliance with Section 12.2(d), Each Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of any Borrower to the Transferee and that the Transferee shall be considered to be a “"Lender” " hereunder. No Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including any Borrower’s 's rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agent.

Successors and Assigns; Assignments and Participations. (a) With the prior consent The provisions of Agent, any Lender may, notwithstanding anything this Agreement shall be binding upon and inure to the contrary in this Agreement or otherwisebenefit of the parties hereto and their respective successors and assigns permitted hereby, at its own cost and expense, sell, except that (i) the Borrower may not assign or transfer, all or a portion otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent (and delegate all any attempted assignment or a portion transfer by the Borrower without such consent shall be null and void) and (ii) the Lenders may not assign or otherwise transfer its rights or obligations hereunder except to an assignee ("ASSIGNEE") subject to the following: (x) no one other than Peloton shall be entitled to the benefit of its obligations under this Agreement and the other Board Representation provision that are provided for the benefit of the original Lender in the Loan Documents set forth in Section 2.8(d); (including all its rights and obligations with respect y) each assignee shall agree to be subject to the LoanExchange Cap and an Assignment and Acceptance, the form of which is attached hereto as EXHIBIT E; and (z) to one or more Transferees; provided, however, that any no transfer of less more than all 50% of any Lender’s rights hereunder or any transfer to a Person who is not a Lender hereunder the principal amount of the Loans shall be in minimum amounts permitted without the prior written consent of Borrower, such consent not less than $5,000,000to be unreasonably withheld. The Transferee and such Lender shall execute and deliver for Subject to acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable thereof pursuant to Agent (“Lender Addition Agreement”). Upon such execution, delivery, acceptance and recordingthis Section, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) specified in each Assignment and Assumption the Transferee Assignee thereunder shall be a party hereto and, to the extent provided in of the interest assigned by such Lender Addition AgreementAssignment and Assumption, have the same rights, benefits rights and obligations as it would if it were of a Lender hereunderunder this Agreement, (ii) and the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances or assigned portion thereof, as the case may bethereunder shall, to the extent that of the interest assigned by such Assignment and Assumption, be released from its obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition under this Agreement (and, in the case of a Lender Addition Agreement an Assignment and Assumption covering all or of the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, but shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7Section 9.5). Upon receipt by Borrower The Agent, acting for this purpose as an agent of written notice from Agent the Borrower, shall maintain at one of any such assignment its offices a copy of each Assignment and compliance with Section 12.2(d)Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation the Commitments of, and principal amount of Borrower the Loans owing to, each Lender pursuant to the Transferee and that terms hereof from time to time (the Transferee "REGISTER"). The entries in the Register shall be considered conclusive, and the Borrower, the Agent, and the Lenders may treat each Person whose name is recorded in the Register pursuant to be the terms hereof as a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in Lender hereunder for all purposes of this Agreement, any notwithstanding notice to the contrary. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the other Loan Documents, or any of Assignee's completed administrative questionnaire (unless the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powersAssignee shall already be a Lender hereunder), and duties hereunder or thereunder, without the prior any written consent to such assignment required by this Section, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of Agentthis Agreement unless it has been recorded in the Register as provided in this paragraph.

Successors and Assigns; Assignments and Participations. (a) With the prior consent of AgentSubject to Sections 13.2(f) and (h), Lender may at any Lender may, notwithstanding anything to the contrary in this Agreement or otherwise, at its own cost and expense, sell, time assign or transfer, all or a portion of its rights and delegate all or a portion of its obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the Loan) to one or more TransfereesPersons constituting a Qualified Transferee, Eligible Transferee or Qualified Institutional Lender (each as defined in the applicable Intercreditor Agreement (a "TRANSFEREE")); provided, however, that any transfer of less than all of any Lender’s rights hereunder or any transfer to a Person who is not a Lender hereunder such assignment shall be in minimum amounts an amount of not less than $5,000,000; provided, further, that notwithstanding anything to the contrary in this Agreement (including, without limitation, any limitation set forth in this Section 13.2(a)), CapitalSource hereby agrees that so long as (A) any Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then due and payable or for which any events or claims that would give rise thereto are not then pending) remain outstanding, (B) no Default or Event of Default has occurred and is continuing, and (C) CapitalSource has not previously assigned any of its rights during the continuance of a Default or Event of Default, its aggregate Commitments shall equal at least fifty and one-tenth of one percent (50.1%) of the total aggregate Commitments. Notwithstanding anything to the contrary in this Agreement, there shall be no limitation or restriction on Lender's ability to assign, pledge or otherwise transfer any Note or other Obligation if an Event of Default shall have occurred. The Transferee and such Lender shall execute and deliver for acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable to Agent (“Lender Addition Agreement”)in its sole discretion. Upon such execution, delivery, acceptance and recording, from Loan and after the effective date determined pursuant to such Lender Addition Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Security Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7Ashford). Upon receipt by Borrower of written notice from Agent of any such assignment and compliance with Section 12.2(d), Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the Transferee and that the Transferee shall be considered to be a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agent.

Successors and Assigns; Assignments and Participations. (a) With the prior consent of Agent, Each Lender may at any Lender may, notwithstanding anything to the contrary in this Agreement or otherwise, at its own cost and expense, sell, time assign or transfer, all or a portion of its rights and delegate all or a portion of its obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the LoanLoans) to one or more TransfereesPersons (a "Transferee"); provided, howeverthat (i) so long as no Default or Event of Default has occurred and is continuing and subject to the provisions of Section 13.2(h) hereof, that any transfer of less than all of any Lender’s rights hereunder or any transfer to a Person who is not a Lender hereunder such Transferee shall be in minimum amounts of not less than $5,000,000. The a Qualified Lender and (ii) such Transferee and such assigning Lender shall execute and deliver to Agent for acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable to Agent (“Lender Addition Agreement”)in its Permitted Discretion. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition Agreement, (iA) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (iiB) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances Commitment or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, but shall nevertheless continue to be entitled to the benefits of Sections 12.4 13.4 and 12.713.7). Upon receipt by Borrower of written notice from Agent of any such assignment Borrowers hereby acknowledge and compliance with Section 12.2(d), Borrower hereby acknowledges and agrees agree that any assignment will give rise to a direct obligation of Borrower Borrowers to the Transferee and that the Transferee shall be considered to be a “"Lender” " hereunder. Borrower Borrowers may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including Borrower’s Borrowers' rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agent.

Successors and Assigns; Assignments and Participations. (a) With the prior consent The provisions of Agent, any Lender may, notwithstanding anything this Agreement shall be binding upon and inure to the contrary in this Agreement or otherwisebenefit of the parties hereto and their respective successors and assigns permitted hereby, at its own cost and expense, sell, except that (i) the Borrower may not assign or transfer, all or a portion otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent (and delegate all any attempted assignment or a portion of its obligations under this Agreement transfer by the Borrower without such consent shall be null and void) and (ii) the other Loan Documents (including all Lenders may not assign or otherwise transfer its rights and or obligations with respect hereunder except to an assignee (“Assignee”); provided that, on or prior to the Loansecond anniversary of the Closing Date, the Lenders may not assign or otherwise transfer their rights or obligations hereunder to an Assignee other than a Lender or an Affiliate of a Lender without the prior written consent of the Borrowers (such consent of the Borrowers not to be unreasonably withheld or delayed), which consent shall not be required during the existence of (A) to one a Default or more TransfereesEvent of Default or (B) a default under any material Contractual Obligation of any Borrower; provided, howeverfurther, that any transfer that, following the second anniversary of less the Closing Date (other than all of any Lender’s rights hereunder or any transfer to a Person who is Lender or an Affiliate of a Lender), the amount of Loans of the assigning Lender subject to each assignment (aggregating any such assignments by Affiliates) shall not a Lender hereunder shall be in minimum amounts of not less than $5,000,00015,000,000, unless the Borrowers and the Agent otherwise agree. The Transferee and such Lender shall execute and deliver for Subject to acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable thereof pursuant to Agent (“Lender Addition Agreement”). Upon such execution, delivery, acceptance and recordingthis Section 9.6, from and after the effective date determined pursuant to such Lender Addition Agreementspecified in each Assignment and Assumption, (i) the Transferee Assignee thereunder shall be a party hereto and, to the extent provided in of the interest assigned by such Lender Addition AgreementAssignment and Assumption, have the same rights, benefits rights and obligations as it would if it were of a Lender hereunderunder this Agreement, (ii) and the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances or assigned portion thereof, as the case may bethereunder shall, to the extent that of the interest assigned by such Assignment and Assumption, be released from its obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition under this Agreement (and, in the case of a Lender Addition Agreement an Assignment and Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, but shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7Section 9.5). Upon receipt by Borrower The Agent, acting for this purpose as an agent of written notice from Agent the Borrower, shall maintain at one of any such assignment its offices a copy of each Assignment and compliance with Section 12.2(d)Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation principal amount of Borrower the Loans owing to, each Lender pursuant to the Transferee and that terms hereof from time to time (the Transferee “Register”). The entries in the Register shall be considered conclusive, and the Borrower, the Agent, and the Lenders may treat each Person whose name is recorded in the Register pursuant to be the terms hereof as a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in Lender hereunder for all purposes of this Agreement, any notwithstanding notice to the contrary. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the other Loan Documents, or any of Assignee’s completed administrative questionnaire (unless the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powersAssignee shall already be a Lender hereunder), and duties hereunder or thereunder, without the prior any written consent to such assignment required by this Section 9.6, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of Agentthis Agreement unless it has been recorded in the Register as provided in this paragraph.

Successors and Assigns; Assignments and Participations. (a) With Each Lender may, with the prior written consent of Borrower (which consent shall not be unreasonably withheld or delayed and which consent shall not be required (i) in connection with an assignment to an Affiliate, (ii) in connection with any transaction described in Section 13.2(f) hereof, or (iii) after the occurrence and during the continuance of an Event of Default) and with the consent of Agent, at any Lender maytime assign, notwithstanding anything to the contrary in this Agreement transfer or otherwise, at its own cost and expense, sell, assign or transfer, sell all or a portion of its rights and delegate all or a portion of its obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the LoanLoans, Obligations and/or Collateral) to one or more TransfereesPersons (a "Transferee"); provided, however, that any transfer of less than all of any Lender’s rights hereunder or any transfer to a Person who is not a Lender hereunder shall be in minimum amounts of not less than $5,000,000. The such Transferee and such assigning Lender shall execute and deliver to Agent for acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable to Agent (“Lender Addition Agreement”)in its Permitted Discretion. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances Commitment or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, but shall nevertheless continue to be entitled to the benefits of Sections 12.4 13.4 and 12.713.7). Upon receipt by Borrower of written notice from Agent of any such assignment and compliance with Section 12.2(d), Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the Transferee and that the Transferee shall be considered to be a “"Lender” " hereunder. Borrower No Credit Party may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including Borrower’s such Credit Party's rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agent.

Successors and Assigns; Assignments and Participations. (a) With the prior consent The provisions of Agent, any Lender may, notwithstanding anything this Agreement shall be binding upon and inure to the contrary in this Agreement or otherwisebenefit of the parties hereto and their respective successors and assigns permitted hereby, at its own cost and expense, sell, except that (i) the Borrower may not assign or transfer, all or a portion otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent (and delegate all any attempted assignment or a portion of its obligations under this Agreement transfer by the Borrower without such consent shall be null and void) and (ii) the other Loan Documents (including all Lenders may not assign or otherwise transfer its rights and or obligations with respect hereunder except to the Loan) an assignee (“Assignee”). Subject to one or more Transferees; provided, however, that any transfer of less than all of any Lender’s rights hereunder or any transfer to a Person who is not a Lender hereunder shall be in minimum amounts of not less than $5,000,000. The Transferee and such Lender shall execute and deliver for acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable thereof pursuant to Agent (“Lender Addition Agreement”). Upon such execution, delivery, acceptance and recordingthis Section 9.6, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) specified in each Assignment and Assumption the Transferee Assignee thereunder shall be a party hereto and, to the extent provided in of the interest assigned by such Lender Addition AgreementAssignment and Assumption, have the same rights, benefits rights and obligations as it would if it were of a Lender hereunderunder this Agreement, (ii) and the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances or assigned portion thereof, as the case may bethereunder shall, to the extent that of the interest assigned by such Assignment and Assumption, be released from its obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition under this Agreement (and, in the case of a Lender Addition Agreement an Assignment and Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, but shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7Section 9.5). Upon receipt by Borrower The Agent, acting for this purpose as an agent of written notice from Agent the Borrower, shall maintain at one of any such assignment its offices a copy of each Assignment and compliance with Section 12.2(d)Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation principal amount of Borrower the Loans owing to, each Lender pursuant to the Transferee and that terms hereof from time to time (the Transferee “Register”). The entries in the Register shall be considered conclusive, and the Borrower, the Agent, and the Lenders may treat each Person whose name is recorded in the Register pursuant to be the terms hereof as a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in Lender hereunder for all purposes of this Agreement, any notwithstanding notice to the contrary. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the other Loan Documents, or any of Assignee’s completed administrative questionnaire (unless the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powersAssignee shall already be a Lender hereunder), and duties hereunder or thereunder, without the prior any written consent to such assignment required by this Section 9.6, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of Agentthis Agreement unless it has been recorded in the Register as provided in this paragraph.

Successors and Assigns; Assignments and Participations. (a) With the prior consent of AgentSubject to Section 12.2(h), any each Lender may, notwithstanding anything at any time and from time to the contrary in this Agreement or otherwise, at its own cost and expense, selltime, assign or transfer, all or a any portion of its rights and delegate all or a portion of its obligations under this Agreement and the other Loan Documents in a minimum amount of $1,000,000 (or 100% of any remaining Commitment less than $1,000,000) (including all of its rights and obligations with respect to the Loan) to one or more TransfereesEligible Assignees (each, a “Transferee”) with the prior written consent of Agent and, to the extent no Default or Event of Default shall have occurred and be continuing, with the prior written consent of Borrower (which consent of Borrower shall not be unreasonably withheld, delayed or conditions, or required if any Default or Event of Default exists); provided, however, that any transfer of less than all of any Lender’s rights hereunder or any transfer to a Person who is not a Lender hereunder shall be in minimum amounts of not less than $5,000,000. The such Transferee and such assigning Lender shall execute and deliver to Agent for acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable to Agent (“Lender Addition Agreement”)in its Permitted Discretion. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were of a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances Commitment or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7). Upon receipt by Borrower of written notice from Agent of any such assignment and compliance with Section 12.2(d), Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the Transferee and that the Transferee shall be considered to be a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agent.

Successors and Assigns; Assignments and Participations. (a) With the prior consent of AgentSubject to Sections 12.2(f) and (h), a Lender may at any Lender may, notwithstanding anything to the contrary in this Agreement or otherwise, at its own cost and expense, sell, time assign or transfer, all or a portion of its rights and delegate all or a portion of its obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the Loan) to one or more TransfereesPersons (a “Transferee”); provided, however, that any transfer so long as no Default or Event of less than all Default has occurred and is continuing, no such Transferee shall be a BDC or a wholly-owned Subsidiary of a BDC. Notwithstanding anything to the contrary in this Agreement, but subject to the immediately proceeding proviso, there shall be no limitation or restriction on any Lender’s rights hereunder ability to assign, pledge or otherwise transfer any transfer to a Person who is not a Lender hereunder shall be in minimum amounts of not less than $5,000,000Note or other Obligation. The Transferee and such Lender shall execute and deliver for acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable to Agent in its sole discretion (“Lender Addition Agreement”). Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances Commitments or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7). Upon receipt by Borrower of written notice from Agent of any such assignment and compliance with Section 12.2(d), Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the Transferee and that the Transferee shall be considered to be a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agent.. 107

Successors and Assigns; Assignments and Participations. (a) With The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of Agent, the Agent (and any Lender may, notwithstanding anything to attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) the contrary in this Agreement or otherwise, at its own cost and expense, sell, Lenders may not assign or transfer, all or a portion of otherwise transfer its rights and delegate all or obligations hereunder except to an assignee (“Assignee”) without the prior written consent of the Borrowers (such consent of the Borrowers not to be unreasonably withheld or delayed), which consent shall not be required (A) during the existence of a portion Default or Event of its obligations Default, or (B) during the existence of a default under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the Loan) to one or more Transfereesany material Contractual Obligation of any Borrower; provided, howeverfurther, that any transfer of less that, (other than all of any Lender’s rights hereunder or any transfer to a Person who is Lender or an Affiliate of a Lender), the amount of Loans of the assigning Lender subject to each assignment (aggregating any such assignments by Affiliates) shall not a Lender hereunder shall be in minimum amounts of not less than $5,000,00015,000,000, unless the Borrowers and the Agent otherwise agree. The Transferee and such Lender shall execute and deliver for Subject to acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable thereof pursuant to Agent (“Lender Addition Agreement”). Upon such execution, delivery, acceptance and recordingthis Section 9.6, from and after the effective date determined pursuant to such Lender Addition Agreementspecified in each Assignment and Assumption, (i) the Transferee Assignee thereunder shall be a party hereto and, to the extent provided in of the interest assigned by such Lender Addition AgreementAssignment and Assumption, have the same rights, benefits rights and obligations as it would if it were of a Lender hereunderunder this Agreement, (ii) and the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances or assigned portion thereof, as the case may bethereunder shall, to the extent that of the interest assigned by such Assignment and Assumption, be released from its obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition under this Agreement (and, in the case of a Lender Addition Agreement an Assignment and Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, but shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7Section 9.5). Upon receipt by Borrower The Agent, acting for this purpose as an agent of written notice from Agent the Borrower, shall maintain at one of any such assignment its offices a copy of each Assignment and compliance with Section 12.2(d)Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation principal amount of Borrower the Loans owing to, each Lender pursuant to the Transferee and that terms hereof from time to time (the Transferee “Register”). The entries in the Register shall be considered conclusive, and the Borrower, the Agent, and the Lenders may treat each Person whose name is recorded in the Register pursuant to be the terms hereof as a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in Lender hereunder for all purposes of this Agreement, any notwithstanding notice to the contrary. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the other Loan Documents, or any of Assignee’s completed administrative questionnaire (unless the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powersAssignee shall already be a Lender hereunder), and duties hereunder or thereunder, without the prior any written consent to such assignment required by this Section 9.6, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of Agentthis Agreement unless it has been recorded in the Register as provided in this paragraph.

Successors and Assigns; Assignments and Participations. (a) With the prior consent of Agent, Each Lender may at any Lender may, notwithstanding anything to the contrary in this Agreement or otherwise, at its own cost and expense, sell, time assign or transfer, all or a portion of its rights and delegate all or a portion of its obligations under this Agreement and the other Loan Documents (including all its rights and obligations with respect to the LoanLoans) to one or more TransfereesPersons (a "TRANSFEREE"); provided, however, that any transfer of less than all of any Lender’s rights hereunder or any transfer to a Person who is not a Lender hereunder shall be in minimum amounts of not less than $5,000,000. The such Transferee and such assigning Lender shall execute and deliver to Agent for acceptance and recording in the Register, a Lender Addition Agreement, which shall be substantially in the form and substance reasonably acceptable to Agent (“Lender Addition Agreement”). of Exhibit C. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) the Transferee thereunder shall be a party hereto and, to the extent provided in such Lender Addition Agreement, have the same rights, benefits and obligations as it would if it were a Lender hereunder, (ii) the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances Commitment or assigned portion thereof, as the case may be, to the extent that such obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition Agreement (and, in the case of a Lender Addition Agreement covering all or the remaining portion of an assigning Lender’s 's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, but shall nevertheless continue to be entitled to the benefits of Sections 12.4 and Section 12.7). Upon receipt by Borrower of written notice from Agent of any such assignment and compliance with Section 12.2(d), Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the Transferee and that the Transferee shall be considered to be a “"Lender” " hereunder. Borrower may not sell, assign or transfer any interest in this Agreement, any of the other Loan Documents, or any of the Obligations, or any portion thereof, including Borrower’s 's rights, title, interests, remedies, powers, and duties hereunder or thereunder, without the prior written consent of Agent.

Successors and Assigns; Assignments and Participations. (a) With the prior consent The provisions of Agent, any Lender may, notwithstanding anything this Agreement shall be binding upon and inure to the contrary in this Agreement or otherwisebenefit of the parties hereto and their respective successors and assigns permitted hereby, at its own cost and expense, sell, except that (i) the Borrower may not assign or transfer, all or a portion otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Agent (and delegate all any attempted assignment or a portion of its obligations under this Agreement transfer by the Borrower without such consent shall be null and void) and (ii) the other Loan Documents (including all Lenders may not assign or otherwise transfer its rights and or obligations with respect hereunder except to the Loan) an assignee (“Assignee”). Subject to one or more Transferees; provided, however, that any transfer of less than all of any Lender’s rights hereunder or any transfer to a Person who is not a Lender hereunder shall be in minimum amounts of not less than $5,000,000. The Transferee and such Lender shall execute and deliver for acceptance and recording in the Register, a Lender Addition Agreement, which shall be in form and substance reasonably acceptable thereof pursuant to Agent (“Lender Addition Agreement”). Upon such execution, delivery, acceptance and recordingthis Section, from and after the effective date determined pursuant to such Lender Addition Agreement, (i) specified in each Assignment and Assumption the Transferee Assignee thereunder shall be a party hereto and, to the extent provided in of the interest assigned by such Lender Addition AgreementAssignment and Assumption, have the same rights, benefits rights and obligations as it would if it were of a Lender hereunderunder this Agreement, (ii) and the assigning Lender shall be relieved of its obligations hereunder with respect to its Advances or assigned portion thereof, as the case may bethereunder shall, to the extent that of the interest assigned by such Assignment and Assumption, be released from its obligations shall have been expressly assumed by the Transferee pursuant to such Lender Addition under this Agreement (and, in the case of a Lender Addition Agreement an Assignment and Assumption covering all or of the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto but, with respect to matters occurring before such assignment, but shall nevertheless continue to be entitled to the benefits of Sections 12.4 and 12.7Section 9.5). Upon receipt by Borrower The Agent, acting for this purpose as an agent of written notice from Agent the Borrower, shall maintain at one of any such assignment its offices a copy of each Assignment and compliance with Section 12.2(d)Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation principal amount of Borrower the Loans owing to, each Lender pursuant to the Transferee and that terms hereof from time to time (the Transferee “Register”). The entries in the Register shall be considered conclusive, and the Borrower, the Agent, and the Lenders may treat each Person whose name is recorded in the Register pursuant to be the terms hereof as a “Lender” hereunder. Borrower may not sell, assign or transfer any interest in Lender hereunder for all purposes of this Agreement, any notwithstanding notice to the contrary. Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an Assignee, the other Loan Documents, or any of Assignee’s completed administrative questionnaire (unless the Obligations, or any portion thereof, including Borrower’s rights, title, interests, remedies, powersAssignee shall already be a Lender hereunder), and duties hereunder or thereunder, without the prior any written consent to such assignment required by this Section, the Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of Agentthis Agreement unless it has been recorded in the Register as provided in this paragraph.