Common use of Assignments Clause in Contracts

Assignments. Any Lender may assign any of its Term Loans to one or more Persons (an "Assignee Lender") without the consent of the Burrowers. Upon the consummation of any such assignment, the Assignee Lender shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee Lender"“Assignee”) without all or a portion of its rights and obligations under this Agreement and the consent Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the Burrowers. Upon assigning Lender retains a Commitment, or if the consummation Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of any at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Administrative Agent an administrative fee for processing such assignment in the form amount of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note $4,500.00. Anything in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it this Section to the Borrowers. Accrued contrary notwithstanding, no Lender may assign or participate any interest on that part of the predecessor Note evidenced in any Loan held by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid it hereunder to the assignor Lender. Accrued interest shall be paid at the same time Borrower, or times provided in the predecessor Note and in this Agreementany of its respective affiliates or Subsidiaries.

Assignments. Any Lender may at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee Lender"“Assignee”) without all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, that (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Loans having an aggregate outstanding principal balance, of at least $10,000,000, and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. The consent of the BurrowersSwingline Lender and the Issuing Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of a Commitment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the consummation of any purchase price agreed between such assignmenttransferor Lender and such Assignee, the such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender that is not a Defaulting Lender, shall execute pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500, and the transferor Lender that is a Defaulting Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $7,500. The Assignee, if it is not a Lender, shall deliver to Tennessee Farmers (for delivery the Administrative Agent an Administrative Questionnaire. Anything in this Section to the relevant Assignee contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to (A) the Borrower, or any of its respective Affiliates or Subsidiaries or (B) any Defaulting Lender or any of its Subsidiaries, or any Person, who, upon becoming a new term note substantially in the form Lender hereunder, would constitute any of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and foregoing Persons described in this Agreementclause (B).

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender"; (ii) without any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the consent assigning Lender retains a Commitment, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Unless Borrower gives written notice to Lender that it objects to the proposed assignment (together with a written explanation of the Burrowers. Upon reasons behind such objection) within ten (10) days following receipt of Lender’s written request for approval of the consummation of any such proposed assignment, the Assignee Lender Borrower shall be deemed automatically to have become a party hereto approved such assignment Upon execution and delivery of an Assignment and Assumption Agreement and payment by such Assignee to such transferor Lender of an amount equal to the extent that rights purchase price agreed between such transferor Lender and obligations hereunder have been assigned and delegated to such Assignee, such Assignee shall be deemed to be a Lender in connection with the underlying assignment agreement, party to this Agreement and shall have all the rights and obligations of a Lender hereunder with a Commitment as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Administrative Agent an administrative fee for processing such assignment in the form amount of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note $4,500. Anything in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it this Section to the Borrowers. Accrued contrary notwithstanding, no Lender may assign or participate any interest on that part of the predecessor Note evidenced in any Loan held by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid it hereunder to the assignor Lender. Accrued interest shall be paid at the same time Borrower, or times provided in the predecessor Note and in this Agreementany of its respective Affiliates or subsidiaries.

Assignments. Any Lender Without any requirements for further consent of the Seller, any Buyer may assign any or all of its Term Loans rights and obligations under the Repurchase Documents to its own Buyer Affiliates or to an assignee that is a Buyer with a Commitment hereunder immediately prior to giving effect to such assignment. With the prior written consent of the Administrative Agent and (unless an Event of Default has occurred that the Administrative Agent has not declared in writing to have been cured or waived) the Seller, which consent of the Seller will not be unreasonably withheld, and at no cost to the Seller or the Administrative Agent, any Buyer may assign any or all of its rights and obligations under the Repurchase Documents to one or more Persons assignees; provided that (1) except in the case of an "Assignee Lender") without the consent assignment to a Buyer or a Buyer Affiliate or an assignment of the Burrowers. Upon entire remaining amount of the consummation assigning Buyer’s Committed Sum, no such assignment shall be in an amount less than $15,000,000, unless each of any the Administrative Agent and (unless a Default or Event of Default has occurred and continuing) the Seller consents thereto, (2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Buyer’s rights and obligations under this Agreement, (3) the assignee, if it is not a Buyer hereunder immediately prior to giving effect to such assignment, shall deliver to the Assignee Lender Administrative Agent an administrative questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Seller and its Affiliates or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including federal and state securities laws, (4) the assignee may not be an Affiliate of the Seller and (5) each such assignment shall be deemed automatically effected pursuant to have become a party hereto an Assignment and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note Assumption substantially in the form of Exhibit E, to be delivered to the relevant Exhibit hereto Administrative Agent together with a processing and recording fee of $3,500 (Awhich shall not be applicable with respect to the initial syndication of the Transactions), B with the assignor to have no further right or Cobligation with respect to the rights and obligations assigned to and assumed by the assignee. The Seller agrees that, depending as to any assignment to any Buyer Affiliate or if the Seller consents to any other assignment, the Seller will cooperate with the prompt execution and delivery of documents reasonably necessary to such assignment process to the extent that the Seller incurs no cost or expense that is not paid by the assigning Buyer and the assignee immediately upon delivery to the Seller of such assignment form. Subject to acceptance and recording thereof pursuant to Section 22.18(d), from and after the effective date specified in each Assignment and Assumption, the assignee shall be a Buyer for all purposes under this Agreement and the other Repurchase Documents, if the assignment is an assignment of all of the assignor’s interest in the Purchased Loans then held by the Administrative Agent (or by the Custodian on behalf of the type Administrative Agent), the assignor shall be automatically released from all of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loansits obligations and liabilities hereunder, and, if whether it is such a complete assignment or only a partial assignment, the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note Committed Sums shall be dated adjusted appropriately, and the date parties agree to approve in writing a revised and updated version of the predecessor NoteSchedule BC. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on Any assignment or transfer by a Buyer of rights or obligations under this Agreement that part of the predecessor Note evidenced by the new Note does not comply with this Section 22.18(b) shall be paid treated for purposes of this Agreement as provided a sale by such Buyer of a participation in the agreement between the assigning Lender such rights and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"obligations in accordance with Section 22.18(a). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any Lender may assign any may, in the ordinary course of its Term Loans commercial banking business and in accordance with applicable law, at any time and from time to one time assign to any Lender or more Persons (an "Assignee Lender") without any affiliate thereof or, with the consent of the Burrowers. Upon Borrower and the consummation Administrative Agent (which in each case shall not be unreasonably withheld), to an additional bank or financial institution ("an Assignee") all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of Exhibit E, executed by such Assignee, such assigning Lender (and, in the case of an Assignee that is not then a Lender or an affiliate thereof, by the Borrower and the Administrative Agent) and delivered to the Administrative Agent for its acceptance and recording in the Register, provided that, (i) in the case of any such assignmentassignment to an additional bank or financial institution, the sum of the aggregate principal amount of the Commitment being assigned shall not be less than $10,000,000 (or such lesser amount as may be agreed to by the Borrower and the Administrative Agent) and (ii) any such assignment may, but need not, include rights of the assigning Lender in respect of Competitive Loans. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee Lender thereunder shall be deemed automatically to have become a party hereto and and, to the extent that rights provided in such Assignment and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreementAcceptance, shall have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and under (y) the other Loan Documents. The assignor Lenderassigning Lender thereunder shall, to the extent that rights provided in such Assignment and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreementAcceptance, shall be released from its obligations hereunder and under this Agreement (and, in the other Loan Documents. Within five Business Days after its receipt of notice case of an assignment, Assignment and Acceptance covering all or the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form remaining portion of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee an assigning Lender's assigned Term Loansrights and obligations under this Agreement, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor assigning Lender shall xxxx the predecessor Note "exchanged" and deliver it cease to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"a party hereto). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any Each Lender may assign any all or a portion of its Term Loans rights and obligations hereunder, pursuant to one an assignment agreement substantially in the form of Schedule 10.3(b), to (i) any Lender or more Persons any Affiliate or Subsidiary of a Lender, or (an ii) any other commercial bank, financial institution or "Assignee Lender") without the consent accredited investor" (as defined in Regulation D of the BurrowersSecurities and Exchange Commission) that, so long as no Default or Event of Default has occurred and is continuing, is reasonably acceptable to the Borrower; provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 above such amount, (ii) so long as no Event of Default has occurred and is continuing, no Lender shall assign more than 50% of such Lender's original Commitment and (iii) each such assignment shall be of a constant, not varying, percentage of all such Lender's rights and obligations under this Credit Agreement. Upon Any assignment hereunder shall be effective upon delivery to the consummation Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, the Assignee Lender shall be deemed automatically to have become a party hereto and (to the extent that rights and obligations hereunder have been assigned and delegated required pursuant to such Assignee Lender in connection the terms hereof), with the underlying assignment agreementconsent of, the Borrower as provided herein), the assignee shall have the rights become a "Lender" for all purposes of this Credit Agreement and obligations of a Lender hereunder and under the other Loan Documents. The assignor LenderCredit Documents and, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with of such assignment, the underlying assignment agreement, assigning Lender shall be released from relieved of its obligations hereunder to the extent of the Loans and under Commitment components being assigned. Along such lines the other Loan Documents. Within five Business Days after its receipt of Borrower agrees that upon notice of an assignmentany such assignment and surrender of the appropriate Note or Notes, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery it will promptly provide to the relevant Assignee assigning Lender a new term note and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the relevant Exhibit hereto original Note (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a but with notation thereon that it is given in substitution for and replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Noteoriginal Note or any replacement notes thereof). The assignor Lender shall xxxx the predecessor Note "exchanged" By executing and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided delivering an assignment agreement in the agreement between accordance with this Section 10.3(b), the assigning Lender thereunder and the Assignee assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender which effects warrants that it is the assignment (the "Lender Assignment Agreement"). Accrued interest on that part legal and beneficial owner of the predecessor Note evidenced interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any of its respective Affiliates or the performance or observance by the replacement Note Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall be paid deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the assignor Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any Each Lender may assign any all or a portion of its Term Loans rights and obligations hereunder, pursuant to one an assignment agreement substantially in the form of Schedule 10.3(b), to (i) any Lender or more Persons any affiliate or Subsidiary of a Lender, or (an ii) any other commercial bank, financial institution or "Assignee Lender") without the consent accredited investor" (as defined in Regulation D of the BurrowersSecurities and Exchange Commission) reasonably acceptable to the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, with the approval of the Borrower (which approval in the case of a commercial bank or financial institution shall not be unreasonably withheld or delayed); provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 above such amount and (ii) each such assignment (other than Competitive Loans) shall be of a constant, not varying, percentage of all such Lender's rights and obligations under this Credit Agreement. Upon Any assignment hereunder shall be effective upon delivery to the consummation Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, the Assignee Lender shall be deemed automatically to have become a party hereto and (to the extent that rights and obligations hereunder have been assigned and delegated required pursuant to such Assignee Lender in connection the terms hereof), with the underlying assignment agreementconsent of, the Borrower as provided herein), the assignee shall have the rights become a "Lender" for all purposes of this Credit Agreement and obligations of a Lender hereunder and under the other Loan Documents. The assignor LenderCredit Documents and, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with of such assignment, the underlying assignment agreement, assigning Lender shall be released from relieved of its obligations hereunder to the extent of the Loans and under Commitment components being assigned. Along such lines the other Loan Documents. Within five Business Days after its receipt of Borrower agrees that upon notice of an assignmentany such assignment and surrender of the appropriate Note or Notes, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery it will promptly provide to the relevant Assignee assigning Lender a new term note and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the relevant Exhibit hereto original Note (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a but with notation thereon that it is given in substitution for and replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Noteoriginal Note or any replacement notes thereof). The assignor Lender shall xxxx the predecessor Note "exchanged" By executing and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided delivering an assignment agreement in the agreement between accordance with this Section 10.3(b), the assigning Lender thereunder and the Assignee assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender which effects warrants that it is the assignment (the "Lender Assignment Agreement"). Accrued interest on that part legal and beneficial owner of the predecessor Note evidenced interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any of its affiliates or the performance or observance by the replacement Note Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall be paid deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the assignor Lender. Accrued interest shall Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be paid at performed by it as a Lender (including without limitation the same time or times provided in the predecessor Note and in this Agreementrequirements of Section 3.13).

Assignments. Any Lender may may, with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed) and the Administrative Agent, assign any all or a portion of its Term Loans rights and obligations under this Agreement (including, such Lender’s Commitment (or any portion or element thereof), the Loans, the Notes and other Obligations) to one or more Persons (an "Assignee Lender") without commercial banks, insurance companies, funds or other financial institutions with the Required Ratings; provided that the consent of the BurrowersBorrower and the Administrative Agent for any assignment shall not be required if (i) a Default or an Event of Default is continuing, (ii) such assignment is (A) to an Affiliate of such Lender or (B) to another Person who at the time of such assignment already is a party to this Agreement as a Lender or (iii) such assignment is made to an Approved Selling Institution (it being agreed that the Borrower shall have review and approval rights over the documents relating to such assignment). Upon Notwithstanding anything to the consummation contrary herein, the Lenders and the Administrative Agent shall not be permitted to make an assignment to a Competitor unless (i) any Event of Default other than an Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) has occurred and is continuing and the Administrative Agent and/or the Lenders have declared the outstanding principal amount of all or any portion of the outstanding Loans and other Obligations to be due and payable in accordance with Section 7.03(b), (ii) an Event of Default described in Section 7.01(i) (Bankruptcy, Insolvency, etc.) has occurred or (iii) the Borrower has consented to such assignment. No assignment pursuant to the immediately preceding sentences to an institution other than another Lender shall be in an aggregate amount less than (unless the entire Commitment and outstanding Loans of the assigning Lender is so assigned) $5,000,000. If any Lender so sells or assigns all or a part of its rights hereunder or under the Notes, any reference in this Agreement or the Notes to such Lender shall thereafter refer to said Lender and to its respective assignee to the extent of their respective interests and such assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights and benefits as it would if it were such assigning Lender. Each assignment pursuant to this paragraph (b) shall be effected by the assigning Lender and the assignee Lender executing an Assignment Agreement (an “Assignment Agreement”), which Assignment Agreement shall be substantially in the form of Exhibit C (appropriately completed). At the time of any assignment pursuant to this paragraph (b), this Agreement shall be deemed to be amended to reflect the Commitment of the respective assignee (which shall result in a direct reduction to the Commitment of the assigning Lender) and the Borrower shall, if requested in writing by the assignee or assigning Lender, issue new Notes to the respective assignee and to the assigning Lender (if it shall maintain any Commitment following such assignment) in conformity with the requirements of Section 3.02 (Note). To the extent of any assignment pursuant to this paragraph (b), the assigning Lender shall be relieved of its obligations hereunder with respect to its assigned Commitment. In connection with any such assignment, the Assignee Lender applicable Lender, the Administrative Agent and the Borrower agree to execute such documents (including amendments to this Agreement and the other Credit Documents) as shall be deemed automatically reasonably necessary to have become a party hereto and to effect the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documentsforegoing. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and Nothing in this AgreementAgreement shall prevent or prohibit any Lender from pledging the Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank.

Assignments. Any Lender may From time to time following the date hereof, each Holder may, in consultation with Issuer (except during the existence of a Default or Event of Default or in the case of assignment to any Holder or an Affiliate of any Holder), assign any of its Term Loans to one or more Persons Eligible Assignees all or any portion of its rights and obligations under this Agreement; provided that (a) such assignment shall be evidenced by an "Assignee Lender"assignment agreement, a copy of which shall be furnished to Issuer; (b) without except in the consent case of an assignment to any Holder or an Affiliate of any Holder or of the Burrowersentire remaining rights and obligations of the assigning Holder under this Agreement, the assignment shall not assign a portion of such assigning Holder’s Note owing to such assigning Holder that is equivalent to less than $1,000,000; (c) such assignment is accompanied by a transfer of the assigning Holder’s pro rata interests in the Warrants corresponding to the Notes (or portions thereof) being assigned to the same assignee (but only to the extent such Warrants are still outstanding); and (d) the effective date of any such assignment shall be as specified in the assignment agreement, but not earlier than the date which is five (5) Business Days after the date Issuer has received the assignment agreement. Upon the consummation effective date of any such assignment agreement and subject to compliance with Sections 2.3(b) and 2.6(a), the Eligible Assignee named therein shall be a Holder for all purposes of this Agreement and, to the extent of such assignment, the Assignee Lender shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, assigning Holder shall be released from its further obligations hereunder under this Agreement and under the other Loan Note Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers Issuer agrees that it shall execute and deliver (against delivery by the assigning Holder to Tennessee Farmers (for delivery Issuer of its Notes) to such assignee Holder, a Note evidencing the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing principal balances assigned to such Assignee Lender's assigned Term Loansassignee Holder thereunder, and, if applicable, to the assignor Lender has retained Term Loans hereunderassigning Holder, a replacement note in Note evidencing the principal amount balances thereunder retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided assigning Holder in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementaccordance with Section 2.6.

Assignments. Any Each Lender may assign any all or a portion of its Term Loans rights and obligations hereunder, pursuant to one an assignment agreement substantially in the form of Schedule 10.3(b), to (i) any Lender or more Persons any affiliate or Subsidiary of a Lender, or (an "Assignee Lender"ii) without the consent any other commercial bank, financial institution or “accredited investor” (as defined in Regulation D of the BurrowersSecurities and Exchange Commission) reasonably acceptable to the Administrative Agent (such consent shall not be unreasonably withheld or delayed) and, so long as no Default or Event of Default has occurred and is continuing, with the approval of the Borrower (which approval shall not be unreasonably withheld or delayed); provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 above such amount and (ii) each such assignment (other than Competitive Loans) shall be of a constant, not varying, percentage of all such Lender’s rights and obligations under this Credit Agreement. Any assignment hereunder shall be effective upon delivery to the Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower of any such assignment. Upon the consummation effectiveness of any such assignment (and after notice to, and (to the extent required pursuant to the terms hereof), with the consent of, the Borrower as provided herein), the assignee shall become a “Lender” for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment, it will promptly provide to the Assignee assigning Lender shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender assignee separate promissory notes in connection with the underlying assignment agreement, shall have the rights and obligations amount of a Lender hereunder and under the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note their respective interests substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor original Note. The assignor Lender shall xxxx the predecessor Note "exchanged" By executing and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided delivering an assignment agreement in the agreement between accordance with this Section 10.3(b), the assigning Lender thereunder and the Assignee assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender which effects warrants that it is the assignment (the "Lender Assignment Agreement"). Accrued interest on that part legal and beneficial owner of the predecessor Note evidenced interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any of its affiliates or the performance or observance by the replacement Note Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall be paid deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the assignor Lender. Accrued interest shall Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be paid at performed by it as a Lender (including without limitation the same time or times provided in the predecessor Note and in this Agreementrequirements of Section 3.13).

Assignments. Any Lender may at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each, a “Purchaser”) all or any part of its rights and obligations under the Loan Documents. Such assignment must be substantially in the form of Exhibit B or in any other form that is reasonably acceptable to Agent and approved by the parties to this Agreement. Each such assignment with respect to a Purchaser that is not a Lender or an "Assignee Affiliate of a Lender or an Approved Fund shall either be in an amount equal to the entire Commitment and Outstanding Credit Exposure of the assigning Lender or (unless each of Company and Agent otherwise consents) be in an aggregate amount not less than $5,000,000. The amount of the assignment must be based on the Commitment or Aggregate Outstanding Credit Exposure (if the Commitment has been terminated or with respect to an assignment of Term Loans) subject to the assignment, determined as of the date of such assignment or as of the “Trade Date”, if the “Trade Date” is specified in the assignment. The consent of Company is required for an assignment to be effective unless the Purchaser is a Lender") without , an Affiliate of a Lender, or an Approved Fund, provided that the consent of Company is not required if an Event of Default exists; provided further that Company shall be deemed to have consented to any such assignment unless it objects by written notice to Agent within 5 Business Days after receiving notice of the Burrowersassignment. Agent’s consent is required for an assignment to be effective unless the Purchaser is a Lender, an Affiliate of a Lender, or an Approved Fund. The consent of each LC Issuer is required for an assignment of a Commitment to be effective unless the Purchaser is a Lender with a Commitment. Any consent this Section 9.5.c requires shall not be unreasonably withheld, conditioned, or delayed. Upon (i) delivery to Agent of an assignment, together with any consents required by Sections 9.5.a and 9.5.b, and (ii) payment of a $3,500 fee to Agent for processing such assignment (unless Agent waives such fee), such assignment shall become effective on the consummation effective date specified in such assignment. The assignment shall contain a representation by the Purchaser that none of any the consideration used to make the purchase of the Commitment and Outstanding Credit Exposure under the applicable assignment agreement constitutes “plan assets” as defined under ERISA and that the rights and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document signed by or on behalf of the Assignee Lender shall be deemed automatically to Lenders and have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lender, to the same extent that as if it were an original party to the Loan Documents, and the transferor Lender shall be released with respect to the Commitment and Outstanding Credit Exposure assigned to such Purchaser without any further consent or action by Borrowers, the Lenders, or Agent. In the case of an assignment of all of the assigning Lender’s rights and obligations hereunder have been assigned under this Agreement, such Lender shall cease to be a Lender but shall continue to be entitled to the benefits of, and delegated subject to, those provisions of the Loan Documents that survive payment of the Obligations and termination of the applicable agreement. Any assignment or transfer by it in connection a Lender of rights or obligations under this Agreement that does not comply with the underlying assignment agreement, this Section 9.5.c shall be released from its treated for the purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations hereunder and under in accordance with Section 9.5.b. Upon the other Loan Documents. Within five Business Days after its receipt consummation of notice of an assignmentany assignment to a Purchaser pursuant to this Section 9.5.c, the transferor Lender, Agent and Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, andshall, if the assignor transferor Lender has retained Term or the Purchaser desires that its Loans hereunderbe evidenced by Notes, make appropriate arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such assignment. Agent, acting solely for this purpose as an agent of Borrowers, shall maintain at one of its offices in the United States, a replacement note copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender, and participations of each Lender in Facility LCs, pursuant to the terms of this Agreement from time to time (the “Register”). The entries in the principal amount retained by the assignor Lender hereunder. Each such Note Register shall be dated conclusive absent manifest error, and Borrowers, Agent, and the date Lenders shall treat each Person whose name is recorded in the Register pursuant to this Section 9.5.c as a Lender for all purposes of this Agreement, notwithstanding notice to the predecessor Notecontrary. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note Register shall be paid as provided in the agreement between the assigning Lender available for inspection by Company at any reasonable time and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid from time to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementupon reasonable prior notice.

Assignments. Any Lender The Program Agreements are not assignable by any Seller Party. Subject to Section 36 (Acknowledgement of Assignment and Administration of Repurchase Agreement) hereof, Administrative Agent and Buyers may from time to time assign all or a portion of their rights and obligations under this Agreement and the Program Agreements; provided, however that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of any Seller Party, for review by any Seller Party upon written request, a register of its Term Loans assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned and Seller shall only be required to one or more Persons (an "Assignee Lender") without deal directly with the consent of Administrative Agent. The entries in the BurrowersRegister shall be conclusive absent manifest error, and the Seller Parties, Administrative Agent and Buyers shall treat each Person whose name is recorded in the Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment and recordation in the consummation of any Register, (a) such assignment, the Assignee Lender assignee shall be deemed automatically to have become a party hereto and to each Program Agreement to the extent that rights of the percentage or portion set forth in the Assignment and obligations hereunder have been assigned Acceptance, and delegated shall succeed to such Assignee Lender in connection with the underlying assignment agreement, shall have the applicable rights and obligations of a Lender hereunder Administrative Agent and under the other Loan Documents. The assignor LenderBuyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such rights and obligations hereunder have been so assigned by them to either (i) an Affiliate of Administrative Agent or Buyers which assumes the obligations of Administrative Agent and delegated Buyers, as applicable or (ii) another Person approved by it in connection with any Seller Party (such approval not to be unreasonably withheld) which assumes the underlying assignment agreementobligations of Administrative Agent and Buyers, shall as applicable, be released from its obligations hereunder and under the other Loan DocumentsProgram Agreements. Within five Business Days after its receipt Any assignment hereunder shall be deemed a joinder of notice of an assignmentsuch assignee as a Buyer hereto. Unless otherwise stated in the Assignment and Acceptance, the Borrowers Seller Parties shall execute continue to take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and deliver Buyers may distribute to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B any prospective or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in actual assignee this Agreement, the other Program Agreements, any document or other information delivered to Administrative Agent and/or Buyers by any Seller Party.

Assignments. Any (a) With the prior consent of the Agent and the Borrower, which consent shall not be unreasonably withheld, each Lender may assign any of its Term Loans to one or more other Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the outstanding Loans made by it and the Note or Notes held by it); provided, however, that (i) except in the case of an "Assignee Lender") without the consent assignment to an Affiliate of the Burrowers. Upon the consummation of any such Lender or a Person that, immediately prior to such assignment, was a Lender, the Assignee amount of the Commitments of such assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to each such assignment) shall in no event be less than the lesser of (y) the aggregate Commitments of such Lender immediately prior to such assignment or (z) $5,000,000, (ii) each such assignment shall be to an Eligible Assignee, (iii) each such assignment shall be of an equal, pro rata percentage of such Lender's rights and obligations (including its Commitment) under each of the Term Loans and the Revolving Loans, and (iv) the parties to each such assignment will execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment, and will pay a processing fee of $3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein (a) the assignee thereunder shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lenderand, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and delegated Acceptance, shall have the rights and obligations of such Lender hereunder with respect thereto and (b) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it in connection with the underlying assignment agreementpursuant to such Assignment and Acceptance, shall relinquish its rights and be released from its obligations hereunder and under this Agreement (and, in the other Loan Documents. Within five Business Days after its receipt of notice case of an assignment, Assignment and Acceptance covering all or the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form remaining portion of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee assigning Lender's assigned Term Loansrights and obligations under this Agreement, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it cease to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"a party hereto). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender"; (ii) without any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the consent assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of the Burrowersat least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the consummation of any purchase price agreed between such assignmenttransferor Lender and such Assignee, the such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Agent an administrative fee for processing such assignment in the form amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, the Parent or any of their respective Affiliates or Subsidiaries. Notwithstanding anything set forth in this Agreement to the contrary, an assignment by a Lender to a Person who is not an Eligible Assignee shall require the written consent of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender Borrower and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this AgreementRequisite Lenders.

Assignments. Any In addition to the assignments permitted by Section 11.3(a), each Lender may may, with the prior written consent of the Borrowers, the Issuing Lender and the Administrative Agent (provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign any all or a portion of its Term Loans rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Exhibit 11.3 to one or more Persons Eligible Assignees; provided that (an "Assignee Lender"i) without the consent any such assignment shall be in a minimum aggregate amount of $5,000,000 of the BurrowersCommitments and in integral multiples of $1,000,000 above such amount (or the remaining amount of Commitments held by such Lender) and (ii) each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender’s rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a duly executed assignment agreement together with a transfer fee of $3,500 payable to the Administrative Agent for its own account. Upon the consummation effectiveness of any such assignment, the Assignee Lender assignee shall be deemed automatically to have become a party hereto “Lender” for all purposes of this Credit Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor LenderCredit Documents and, to the extent that rights and of such assignment, the assigning Lender shall be relieved of its obligations hereunder have been to the extent of the Loans and Commitment components being assigned. The Borrowers agree that upon notice of any assignment to an assignee that was not theretofore a Lender, they will promptly provide to such assignee a new Note. Each Lender agrees that, in the event it assigns all of its Commitment hereunder, it shall promptly return the Note or Note(s) executed by the Borrowers in its favor. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and delegated by clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the underlying assignment agreementother Credit Documents or any other instrument or document furnished pursuant hereto or thereto, shall be released from or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Borrower or its Subsidiaries or the performance or observance by any Credit Party of any of its obligations hereunder and under this Credit Agreement, any of the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)iii) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and such assignee each represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the Assignee other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender which effects or any other Lender, and based on such documents and information as it shall deem appropriate at the assignment time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the "Lender Assignment Agreement"). Accrued interest Administrative Agent to take such action on that part of its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the predecessor Note evidenced Administrative Agent by the replacement Note shall terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be paid to the assignor performed by it as a Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any Lender The Program Agreements are not assignable by Seller. Administrative Agent and Buyers may from time to time assign any all or a portion of their rights and obligations under this Agreement and the Program Agreements pursuant to the Administration Agreement in each case only if (and subject to) the Seller having given its Term Loans prior written consent to one such assignment (which Seller may give or more Persons withhold in its sole and absolute discretion); provided, however, Seller’s prior written consent to an assignment shall not be required if an Event of Default has occurred and is continuing at the time of such assignment; provided, further that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Seller, for review by Seller upon written request, a register of assignees and participants (the “Register”) and a copy of an "Assignee Lender") without executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the consent percentage or portion of such rights and obligations assigned. The entries in the BurrowersRegister shall be conclusive absent manifest error, and the Seller, Administrative Agent and Buyers shall treat each Person whose name is recorded in the Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment (in accordance with the consummation foregoing provisions of any this Section 22) and recordation in the Register, (a) such assignment, the Assignee Lender assignee shall be deemed automatically to have become a party hereto and to each Program Agreement to the extent that rights of the percentage or portion set forth in the Assignment and obligations hereunder have been assigned Acceptance, and delegated shall succeed to such Assignee Lender in connection with the underlying assignment agreement, shall have the applicable rights and obligations of a Lender hereunder Administrative Agent and under the other Loan Documents. The assignor LenderBuyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such rights and obligations hereunder have been so assigned by them to another Person approved by Seller in writing (such approval to be given or withheld in Seller’s sole and delegated by it in connection with absolute discretion; provided, however, Seller’s prior written approval to an assignment shall not be required if an Event of Default has occurred and is continuing at the underlying assignment agreementtime of such assignment) which assumes the obligations of Administrative Agent and Buyers, shall as applicable, be released from its obligations hereunder and under the other Loan DocumentsProgram Agreements. Within five Business Days after its receipt Any assignment hereunder shall be deemed a joinder of notice of an assignmentsuch assignee as a Buyer hereto. Unless otherwise stated in the Assignment and Acceptance, Seller shall continue to take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to any prospective or actual assignee this Agreement, the Borrowers shall other Program Agreements, any document or other information delivered to Administrative Agent and/or Buyers by Seller; provided, that, Administrative Agent or Buyers, as applicable, will cause such party to execute and deliver a non-disclosure agreement whereby such party agrees to Tennessee Farmers (for delivery keep such information delivered by Administrative Agent or Buyers to the relevant Assignee Lender a new term note such party confidential, on substantially similar terms as set forth in the form Section 32 of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any (a) (i) Prior to the Availability Period End Date, each Lender may assign any of its Term Loans to one or more Persons Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with prior written notice to the Administrative Agent and, unless an "Assignee Lender") without the Event of Default has occurred and is continuing, prior written consent of the Burrowers. Upon Borrower (such consent not to be unreasonably withheld, conditioned or delayed) and (ii) after the consummation Availability Period End Date, each Lender may assign to one or more Eligible Assignees all or a portion of any such assignmentits interests, the Assignee Lender shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned under this Agreement (including all or a portion of its Loans at the time owing to it) with prior written notice to the Administrative Agent and, only if such assignment is to a Competitor and delegated unless an Event of Default has occurred and is continuing, the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, in the case of clause (ii) above that if such Assignee Lender in connection with the underlying assignment agreementis to a Lender, shall have the rights and obligations an Affiliate of a Lender hereunder or an Approved Assignee, no consent of the Borrower shall be required; provided, further, in each case, that (x) the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and under Acceptance with respect to such assignment is delivered to the other Loan Documents. The assignor Administrative Agent) shall be in an integral multiple of, and not less than One Million Dollars ($1,000,000) (or, if less, the entire remaining amount of such Lender’s Commitment or Loans), (y) the parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Acceptance, and, in each case, shall pay to the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500) (which fee may be waived or reduced in the sole discretion of the Administrative Agent), and (z) the assignee, if it shall not be a Lender, shall deliver to the extent that rights Administrative Agent (1) written notice designating one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and obligations hereunder have been assigned their Affiliates or their respective securities) will be made available and delegated by it who may receive such information in connection accordance with the underlying assignment agreementassignee’s compliance procedures and applicable Laws, shall including Federal and state securities laws and (2) all applicable tax forms. Upon acceptance and recording pursuant to clause (a) of this Section 9.15, from and after the effective date specified in each Assignment and Acceptance, be released from its obligations hereunder and under this Agreement (and, in the other Loan Documents. Within five Business Days after its receipt of notice case of an assignmentAssignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, the Borrowers such Lender shall execute and deliver cease to Tennessee Farmers (for delivery be a party hereto but shall continue to be entitled to the relevant Assignee Lender a new term note substantially in the form benefits of the relevant Exhibit hereto (ASections 2.4(d), B or C2.6, depending on the type of Term Loans being assigned5.9, 5.10 and 10.4, as well as to any Undrawn Fees accrued for its account and not yet paid)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee LenderAssignee") without all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender; (ii) no such consent by the Administrative Agent shall be required in the case of an assignment to another Lender; (iii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (iv) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof), (v) each such assignment shall be effected by means of an Assignment and Assumption Agreement, and (vi) so long as the Commitments remain in effect, after giving effect to any such assignment by the Lender then acting as the Administrative Agent, the Lender then acting as Administrative Agent shall retain a Commitment greater than or equal to the Commitment of each other Lender as of the BurrowersEffective Date unless the Requisite Lenders consent otherwise (which consent shall not be unreasonably withheld or delayed). Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the consummation of any purchase price agreed between such assignmenttransferor Lender and such Assignee, the such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Revolving Commitment and/or Loans, as the case may be, as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Administrative Agent an administrative fee for processing such assignment in the form amount of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note $4,500.00. Anything in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it this Section to the Borrowers. Accrued contrary notwithstanding, no Lender may assign or participate any interest on that part of the predecessor Note evidenced in any Loan held by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid it hereunder to the assignor Lender. Accrued interest shall be paid at the same time Borrower, or times provided in the predecessor Note and in this Agreementany of its respective affiliates or Subsidiaries.

Assignments. Any Lender This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, delegated or transferred, in whole or in part, by any of the parties (whether by operation of Law or otherwise) without the prior written consent of the other parties. Notwithstanding the immediately preceding sentence, any Commitment Party’s rights, obligations or interests hereunder may assign be freely assigned, delegated or transferred, in whole or in part, by such Commitment Party, with prior written notice given to (but not the consent of) the Debtors and the Commitment Party Professionals, to (a) any other Commitment Party, (b) any controlled Affiliate of a Commitment Party (other than a portfolio company of such Commitment Party or any of its Term Loans Affiliates or Related Funds) or (c) any Related Fund of a Commitment Party; provided, that any such assignee expressly assumes the obligations of the assigning Commitment Party hereunder and agrees in writing prior to one such assignment to be fully bound as a Commitment Party by the terms of this Agreement in the same manner and to the same extent as the assigning Commitment Party with respect to such rights, obligations and interests; provided, further, that unless otherwise agreed in any instance by the Debtors and the Requisite Commitment Parties, no such assignment, delegation or more Persons transfer by a Commitment Party to any controlled Affiliate or Related Funds of such Commitment Party will relieve the assigning Commitment Party of its obligations hereunder if such controlled Affiliate or Related Fund fails to perform such obligations. Following any assignment, delegation or transfer described in the immediately preceding sentence, the Backstop Commitment Schedule or the Equity Commitment Schedule, as applicable, shall be updated by the Debtors (in consultation with the assigning Commitment Party and the assignee) solely to reflect the name and address of the applicable assignee or assignees and the Commitment Percentage that shall apply to such assignee or assignees, and any changes to the Commitment Percentage applicable to the assigning Commitment Party. Any update to the Backstop Commitment Schedule or the Equity Commitment Schedule described in the immediately preceding sentence shall not be deemed an "Assignee Lender") amendment to this Agreement. Other than as set forth in this Section 12.1 and in Section 1.2(b), no Commitment Party shall be permitted to assign, delegate or transfer all or any portion of its Commitment without the prior written consent of the Burrowers. Upon the consummation of any such assignment, the Assignee Lender shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender Company and the Assignee Lender Requisite Commitment Parties, which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note consent shall not be paid to the assignor Lender. Accrued interest shall be paid at the same time unreasonably withheld, conditioned or times provided in the predecessor Note and in this Agreementdelayed.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "“Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains an Individual Loan Commitment having an aggregate outstanding principal balance, of at least $10,000,000, (ii) the Eligible Assignee Lender"shall not be an Affiliate of Borrower or Guarantor and (iii) without the consent each such assignment shall be effected by means of the Burrowersan Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the consummation of any purchase price agreed between such assignmenttransferor Lender and such Assignee, the such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with an Individual Loan Commitment as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this Section 11.15 and if requested by the transferee Lender and/or the transferor Lender, the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so new substitute Notes are issued to the Assignee and such transferor Lender by Borrower, as appropriate. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Administrative Agent an administrative fee for processing such assignment in the form amount of $4,500.00 for the relevant Exhibit hereto (A, B or C, depending on the type account of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunderAdministrative Agent. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it Notwithstanding anything herein to the Borrowers. Accrued contrary, no Lender may assign or participate any interest on that part of the predecessor Note evidenced in any Loan held by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid it hereunder to the assignor Lender. Accrued interest shall be paid at the same time Borrower, any Loan Party or times provided in the predecessor Note and in this Agreementany of their respective affiliates.

Assignments. Any Lender The Program Agreements are not assignable by any Seller. Subject to Section 37 (Acknowledgment of Assignment and Administration of Repurchase Agreement) and the provisions of this Section 22 (Non assignability) hereof, Administrative Agent and Buyers may from time to time assign all or a portion of their rights and obligations under this Agreement and the Program Agreements if (i) an Event of Default has occurred and is continuing, (ii) such assignment is to an Affiliate of Administrative Agent or (iii) such assignment is to any other Person, with (in respect of its Term Loans this clause (iii) and in the absence of an Event of Default) Seller’s prior written consent, not to one be unreasonably withheld; provided, however that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Sellers, for review by Sellers upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent, each applicable Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or more Persons portion of such rights and obligations assigned. The entries in the Register shall be conclusive absent manifest error, and the Sellers, Administrative Agent and Buyers shall treat each Person whose name is properly recorded in the Register pursuant to the preceding sentence as a Buyer (an "Assignee Lender"or Administrative Agent, as applicable) without the consent of the Burrowershereunder. Upon such assignment and recordation in the consummation of any Register and compliance with clause (b) below, (a) such assignment, the Assignee Lender assignee shall be deemed automatically to have become a party hereto and to each Program Agreement to the extent that rights of the percentage or portion set forth in the Assignment and obligations hereunder have been assigned Acceptance, and delegated shall succeed to such Assignee Lender in connection with the underlying assignment agreement, shall have the applicable rights and obligations of a Lender hereunder Administrative Agent and under the other Loan Documents. The assignor LenderBuyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such rights and obligations hereunder have been so assigned by them to either (i) an Affiliate of Administrative Agent which assumes the obligations of Administrative Agent and delegated Buyers, as applicable or (ii) another Person approved by it in connection with Sellers (such approval not to be unreasonably withheld) which assumes the underlying assignment agreementobligations of Administrative Agent and Buyers, shall as applicable, be released from its obligations hereunder and under the other Loan DocumentsProgram Agreements. Within five Business Days after its receipt Any assignment hereunder shall be deemed a joinder of notice of an assignmentsuch assignee as a Buyer hereto. Unless otherwise stated in the Assignment and Acceptance, Sellers shall continue to take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to any prospective assignee this Agreement, the Borrowers other Program Agreements, any document or other information delivered to Administrative Agent and/or Buyers by Sellers; provided, however, that any such prospective assignee shall execute a confidentiality agreement reasonably acceptable to Sellers, it being understood that such agreement shall be deemed acceptable by Sellers if it contains terms at least as restrictive as those set forth in Section 32 hereof, and deliver Administrative Agent and Buyers shall reasonably cooperate with Sellers in enforcing such confidentiality agreement for the benefit of Sellers; provided, further, no Seller shall be subject to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially any additional reporting requirements other than as set forth in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this AgreementProgram Agreements.

Assignments. Any It is understood and agreed that each Lender may shall have the right to assign at any time all or any portion of its Commitment and interests in the risk relating to any Revolving Credit Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the Term Loan to any Person, provided that: (i) each such assignment shall be in a minimum amount of $1,000,000 (or, if less, in a minimum amount equal to all of such Lender's Commitment and interests in the risk relating to any Revolving Credit Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the Term Loan); (ii) the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Parent, shall have consented to one or more Persons (an "Assignee Lender") without such assignment, each such consent not to be unreasonably withheld; provided that the consent of the Burrowers. Upon Administrative Agent and the consummation of any such assignmentParent shall not be required, and the Assignee Lender minimum assignment amount shall be deemed automatically not apply, if the assignment is to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreementLender, shall have the rights and obligations an Affiliate of a Lender hereunder and under the other Loan Documents. The assignor Lender, or an Approved Fund so long as such assignment would not result in increased costs to the extent that rights Borrowers hereunder; and obligations hereunder have been assigned (iii) the proposed assignee and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall assigning Lender execute and deliver to Tennessee Farmers the Administrative Agent and the Borrowers hereunder an Assignment and Acceptance in the form attached hereto as Exhibit D (for in each case, an "Assignment and Acceptance"). Upon the execution and delivery of such Assignment and Acceptance, (A) to the relevant Assignee Lender a new term note extent applicable, the Borrowers, if requested, shall issue to the assignee applicable Notes in the amount of such assignee's Commitment and/or portion of the Term Loan, dated the effective date of such Assignment and Acceptance and otherwise completed in substantially in the form of the relevant Exhibit hereto (A, B or C, depending Notes executed and delivered to the Lenders on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, Effective Date and, if applicable, the assignor Lender has retained Term Loans hereunder, shall return to the Borrowers its existing Notes marked "cancelled"; and (B) the assignee shall pay a replacement note processing and recordation fee of $3,500 to the Administrative Agent; provided that only one such fee shall be payable in the principal amount retained event of simultaneous assignments to or by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time two or times provided in the predecessor Note and in this Agreementmore Approved Funds.

Assignments. Any The Borrower shall not have the right to assign its obligations under this Agreement or any interest therein. The Lender may not assign any its rights or delegate its obligations under the Bond or this Agreement except as permitted by this Agreement and the Bond. The Bond may be transferred by Lender if Lender delivers the following to Issuer: (i) an opinion of its Term Loans nationally recognized bond counsel to one Issuer to the effect that such transfer and reregistration will not violate the registration requirements of federal or more Persons State securities laws, and (ii) an "Assignee Lender") without investment letter in substantially the consent same form as delivered to Issuer by Lender on the Closing Date executed by the proposed new owner of the BurrowersBond. Upon Any attempt by Lender to transfer any interest in the consummation of Bond to any other person shall be void, and in such event Lender shall defend, indemnify and hold harmless the Issuer against any claims relating to any such assignmenttransfer. In no event shall any transfer of the Bond result in the Bond being owned by more than one owner. In addition to the foregoing, no such transfer of the Assignee Bond or assignment of this Agreement by Lender shall be deemed automatically to have become a party hereto effective unless and to the extent that rights until Issuer and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, Borrower shall have received notice of the rights transfer or assignment disclosing the name and obligations address of a Lender hereunder and under the other Loan Documentsassignee or subassignee. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its Upon receipt of notice of an assignment, Borrower will reflect in a book entry the Borrowers assignee designated in such notice of assignment, and shall execute and deliver agree to Tennessee Farmers (for delivery make all payments to the relevant Assignee Lender a new term note substantially assignee designated in the form notice of assignment, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Agreement or otherwise) that Issuer and Borrower may from time to time have against Lender or the relevant Exhibit hereto (Aassignee. Borrower agrees to execute all documents, B including notices of assignment and chattel mortgages or Cfinancing statements, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor which may be reasonably requested by Lender has retained Term Loans hereunder, a replacement note or its assignee to protect their interest in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note Collateral and in this Agreement. Notwithstanding the foregoing, Lender agrees that it will not make any such assignment or transfer under this section to a direct competitor of Borrower without Borrower's express written consent.

Assignments. Any Subject to the consent of the Borrowers (provided, however, that no consent shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld, each Lender may assign any all or a portion of its Term Loans rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Exhibit 11.3(b) to one or more Persons (an "Assignee Lender") without the consent Eligible Assignees; provided that any such assignment shall be in a minimum aggregate amount of $5,000,000 of the BurrowersCommitments and in integral multiples of $1,000,000 above such amount and that each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender's rights and obligations under this Agreement. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth in the preceding sentence and delivery to the Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 (or with respect to an assignment of the Canadian Revolving Loan Commitment, a transfer fee of Cdn. $1,250) payable to the Administrative Agent for its own account; provided that any assignment of the Canadian Revolving Loan Commitment shall require delivery of written notice of the assignment to the Canadian Administrative Agent together with a transfer fee of Cdn. $1,250 payable to the Canadian Administrative Agent for its own account. Upon the consummation effectiveness of any such assignment, the Assignee Lender assignee shall be deemed automatically to have become a party hereto "Lender" for all purposes of this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor LenderDocuments and, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with of such assignment, the underlying assignment agreement, assigning Lender shall be released from relieved of its obligations hereunder to the extent of the Loans and under the other Loan DocumentsCommitment components being assigned. Within five Business Days after its receipt of notice of an assignmentAlong such lines, the Borrowers shall execute agree that upon effectiveness of any such assignment and deliver to Tennessee Farmers (for delivery surrender of the appropriate Note or Notes, it will promptly provide to the relevant Assignee assigning Lender a new term note and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the relevant Exhibit hereto original Note (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a but with notation thereon that it is given in substitution for and replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Noteoriginal Note or any replacement notes thereof). The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it In addition to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning assignments permitted under this Section 11.3(b), any Lender and the Assignee Lender which effects the assignment may (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.without

Assignments. Any Lender may with the prior written consent of Administrative Agent (such consent not to be unreasonably withheld) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "“Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however: (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (unless the assigning Lender’s entire interest is being assigned) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000; (ii) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee Lender"or another Lender (or Affiliate thereof); and (iii) without the consent each such assignment shall be effected by means of the Burrowersan Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the consummation of any purchase price agreed between such assignmenttransferor Lender and such Assignee, the such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Revolving Commitment and/or Loans, as the case may be, as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, Administrative Agent and Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver pay to Tennessee Farmers Administrative Agent an administrative fee for processing such assignment in the amount of Four Thousand Five Hundred Dollars (for delivery $4,500). Anything in this Section to the relevant Assignee contrary notwithstanding, no Lender a new term note substantially may assign or participate any interest in the form any Loan held by it hereunder to Borrower or any of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementits Affiliates.

Assignments. Any Lender The Program Agreements are not assignable by any Seller Party or Guarantor. Subject to Section 36 (Acknowledgement of Assignment and Administration of Repurchase Agreement) hereof, Administrative Agent and Buyers may from time to time assign any all or a portion of its Term Loans their rights and obligations under this Agreement and the Program Agreements; provided, that, unless an Event of Default has occurred, (i) an assignment by a Committed Buyer or (ii) an assignment to one a non-Affiliate of Administrative Agent or more Persons Buyers, shall, in each case, require Seller’s prior consent, such consent not to be unreasonably withheld; provided, further, that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Sellers, for review by Sellers upon written request, a register of assignees and participants (the “Register”) and a copy of an "Assignee Lender") without executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the consent percentage or portion of such rights and obligations assigned. The entries in the BurrowersRegister shall be conclusive absent manifest error, and the Seller, Guarantor, Administrative Agent and Buyers shall treat each Person whose name is recorded in the Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment and recordation in the consummation of any Register, (a) such assignment, the Assignee Lender assignee shall be deemed automatically to have become a party hereto and to each Program Agreement to the extent that rights of the percentage or portion set forth in the Assignment and obligations hereunder have been assigned Acceptance, and delegated shall succeed to such Assignee Lender in connection with the underlying assignment agreement, shall have the applicable rights and obligations of a Lender hereunder Administrative Agent and under the other Loan Documents. The assignor LenderBuyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such rights and obligations hereunder have been so assigned by them pursuant to this Section to an assignee which assumes the obligations of Administrative Agent and delegated by it in connection with the underlying assignment agreementBuyers, shall as applicable, be released from its obligations hereunder and under the other Loan DocumentsProgram Agreements. Within five Business Days after its receipt Any assignment hereunder shall be deemed a joinder of notice of an assignmentsuch assignee as a Buyer hereto. Unless otherwise stated in the Assignment and Acceptance, Seller Parties shall continue to take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to any prospective or actual assignee this Agreement, the Borrowers shall execute and deliver other Program Agreements, any document or other information delivered to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained Administrative Agent and/or Buyers by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this AgreementSeller Parties.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default exists, the Borrower (which consent, in each case, shall not be unreasonably withheld; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 5 Business Days after having received notice thereof) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee Lender"“Assignee”) without all or a portion of its Commitment and its other rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent of the BurrowersBorrower or the Administrative Agent shall be required in the case of any assignment to another Lender or to any affiliate of a Lender, (ii) any partial assignment shall be in an amount at least equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof, (iii) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (iv) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the consummation of any purchase price agreed between such assignmenttransferor Lender and such Assignee, the such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Administrative Agent an administrative fee for processing such assignment in the form amount of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note $4,500.00. Anything in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it this Section to the Borrowers. Accrued contrary notwithstanding, no Lender may assign or participate any interest on that part of the predecessor Note evidenced in any Loan held by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid it hereunder to the assignor Lender. Accrued interest shall be paid at the same time Borrower, or times provided in the predecessor Note and in this Agreementany of its respective affiliates or Subsidiaries.

Assignments. Any Lender Either Bank may at any time, with notice to Borrower and Agent, assign any of its Term Loans and delegate to one or more Persons commercial banks or other financial institutions reasonably acceptable to Agent (each Person to whom such assignment and delegation is to be made, being hereinafter referred to as an "“Assignee Lender"”), all or any fraction of such Bank’s Commitment (which assignment and delegation shall be of a constant, and not a varying, percentage of all the assigning Lender’s Commitment) without (each Lender from whom such assignment and delegation is to be made, being hereinafter referred to as an “Assignor Lender”), but not less than an aggregate principal amount of Five Million Dollars ($5,000,000) and an integral multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof; provided, however, that Borrower and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the consent interests so assigned and delegated to an Assignee Lender until (a) written notice of such as assignment; and delegation, together with payment instructions, addresses and related information with respect to such Assignee Lender, shall have been given to Borrower and Agent by such Lender and such Assignee Lender, and (b) Agent shall have received a processing fee of Three Thousand Dollars ($3,000) from such Lender or Assignee Lender and an executed assignment agreement in form and substance satisfactory to Agent. From and after the Burrowers. Upon date that an assignment becomes effective as provided in the consummation of any such assignmentpreceding paragraph, (a) the Assignee Lender thereunder shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreementsuch assignment, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor , and (b) the Assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreementsuch assignment, shall be released from its obligations hereunder hereunder, and under the other Loan Documents. Within five (5) Business Days after its receipt of notice of an assignmentsuch assignment and associated documentation reasonably required by the Agent, the Borrowers Borrower shall execute and deliver to Tennessee Farmers Agent (for delivery to the relevant Assignee Lender a Lender) new term note substantially Notes (if requested by Agent in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)its sole discretion) evidencing such Assignee Lender's ’s assigned Term Loans, Commitments and, if the assignor Assignor Lender has retained Term Loans any portion of its Commitment hereunder, a replacement note Notes evidencing such Assignor Lender’s retained portion of the Commitments (each such Note to be in exchange for, but not in payment of, the principal amount retained Note then held by the assignor Lender hereundersuch Assignor Lender). Each such replacement Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note, and accrued fees, shall be paid as provided in the documentation effecting the Assignment. Accrued interest on that part of the predecessor Note shall be paid by the Agent, following its receipt from the Borrower, to the assignor Assignor Lender. Accrued interest and accrued fees shall be paid at the same time or times provided in the predecessor Note and in this Agreement. Any attempted assignment and delegation not made in accordance with this Section 16.1 shall be null and void.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of such Lender or another Lender"; (ii) no such consent by the Administrative Agent shall be required in the case of an assignment to an affiliate of such Lender, (iii) without limiting each Lender’s right to assign all of its Commitment, any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the consent assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $7,500,000, and (iv) each such assignment shall be effected by means of an Assignment and Acceptance Agreement. From and after the Burrowers. Upon Assignment Effective Date (as such term is defined in the consummation of any Assignment and Acceptance Agreement), such assignment, the Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment as set forth in such Assignment and under Acceptance Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Administrative Agent an administrative fee for processing such assignment in the form amount of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note $3,500. Anything in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it this Section to the Borrowers. Accrued contrary notwithstanding, no Lender may assign or participate any interest on that part of the predecessor Note evidenced in any Loan held by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid it hereunder to the assignor Lender. Accrued interest shall be paid at the same time Borrower, or times provided in the predecessor Note and in this Agreementany of its respective affiliates or Subsidiaries.

Assignments. (a) Any Lender may at any time assign any of its Term Loans to one or more Persons (any such Person, an "Assignee “Assignee”) all or any portion of such Lender") without ’s Term Loans and Term Loan Commitments, with the prior written consent of Administrative Agent and Borrower (which consent of Borrower shall not be unreasonably withheld or delayed), provided, however, consent of Borrower shall not be required (x) for an assignment by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund, or, or (y) during the Burrowersexistence of a Default or an Event of Default. Upon the consummation of Except as Administrative Agent may otherwise agree, any such assignmentassignment shall be in a minimum aggregate amount equal to $100,000 or, if less, the Assignee Lender remaining Term Loan Commitment and Term Loans held by the assigning Lender. Borrower and Administrative Agent shall be deemed automatically entitled to have become a party hereto continue to deal solely and to the extent that rights and obligations hereunder have been assigned and delegated to directly with such Assignee Lender in connection with the underlying assignment agreement, interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the rights form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and obligations fully completed by the applicable parties thereto and a processing fee of $3,500 (which shall not be required in connection with any assignment of a Lender hereunder and under the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it portion of HCP-FVA’s Term Loans in connection with the underlying consummation of the Financing in accordance with Section 10.13 and Schedule 10.13 hereto). No assignment agreementmay be made to any Person if at the time of such assignment Borrower would be obligated to pay any greater amount under Sections 7.6 or 8 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 shall be released from treated as the sale of a participation under Section 15.6.2. Borrower shall be deemed to have granted its obligations consent to any assignment requiring its consent hereunder and under the other Loan Documents. Within five unless Borrower has expressly objected to such assignment within three Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementthereof.

Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender"; (ii) without any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the consent assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of the Burrowersat least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the consummation of any purchase price agreed between such assignmenttransferor Lender and such Assignee, the such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Agent an administrative fee for processing such assignment in the form amount of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note $4,500. Anything in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it this Section to the Borrowers. Accrued contrary notwithstanding, no Lender may assign or participate any interest on that part of the predecessor Note evidenced in any Loan held by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid it hereunder to the assignor Lender. Accrued interest shall be paid at the same time Borrower, or times provided in the predecessor Note and in this Agreementany of its respective affiliates or Subsidiaries.

Assignments. Any Lender may assign any of its Term Loans to one or more Persons banks or other entities all or any portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment, the Advances owing to it, the Notes held by it, if any, and the participation interest in the Letter of Credit Obligations held by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all of such Lender’s rights and obligations under this Agreement as a Lender and shall involve a ratable assignment of such Lender’s Revolving Commitment and such Lender’s Revolving Advances and shall be in an "Assignee Lender"amount not less than $5,000,000, (ii) without the consent amount of the Burrowers. Upon resulting Revolving Commitment and Revolving Advances of the consummation assigning Lender (unless it is assigning all its Revolving Commitment) and the assignee Lender pursuant to each such assignment (determined as of any the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000, (iii) each such assignment shall be to an Eligible Assignee, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the applicable Notes, if any, subject to such assignment, (v) each Eligible Assignee shall pay to the Assignee Lender Administrative Agent a $4,000 administrative fee; and (vi) the Administrative Agent shall promptly deliver a copy of the fully executed Assignment and Acceptance to the Administrative Agent. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be deemed automatically to have become at least three Business Days after the execution thereof, (A) the assignee thereunder shall be a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lenderfor all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and delegated Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it in connection with the underlying assignment agreementpursuant to such Assignment and Acceptance, shall relinquish its rights and be released from its obligations hereunder under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.8, 2.9, 2.11, 9.4, 9.7 and 9.15 with respect to facts and circumstances occurring prior to the effective date of such assignment. Notwithstanding anything herein to the contrary, any Lender may assign, as collateral or otherwise, any of its rights under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver Credit Documents to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementany Federal Reserve Bank.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee “Assignee”) all or a portion of its rights and obligations under this Agreement and the Note; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender"; (ii) without any partial assignment shall be in an amount at least equal to $10,000,000.00 and after giving effect to such assignment the consent assigning Lender retains a Commitment, or if the Commitments have been terminated, holds a Note having an outstanding principal balance, of the Burrowersat least $10,000,000.00, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the consummation of any purchase price agreed between such assignmenttransferor Lender and such Assignee, the such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Administrative Agent an administrative fee for processing such assignment in the form amount of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note $4,500.00. Anything in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it this Section to the Borrowers. Accrued contrary notwithstanding, no Lender may assign or participate any interest on that part of the predecessor Note evidenced in any Loan held by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid it hereunder to the assignor Lender. Accrued interest shall be paid at the same time Borrower, or times provided in the predecessor Note and in this Agreementany of its respective Affiliates or subsidiaries.

Assignments. Any Lender The rights and estate of any party hereto may assign be assigned from time to time in whole or in part and as to any of its Term Loans horizon, subject to one or more Persons (an "Assignee Lender") without the written consent of the BurrowersLessor. Upon Lessor’s consent shall not be unreasonably withheld, conditioned or delayed. Provided, however, that consent from the consummation Lessor shall not be required in the event of an assignment by Lessee: to an affiliate, subsidiary, or internal partner, joint venture partners or in consequence of a merger or amalgamation. All of the covenants, obligations, and considerations of this Lease shall extend to and be binding upon the parties hereto, their heirs, successors, assigns, and successive assigns. No assignment by Lessee (or any assignee of Lessee) of all or any part of or interest in this Lease shall relieve Lessee (or any assignee of Lessee) of any liability for breach of any covenant, warranty or other obligation of Lessee hereunder, whether theretofore or thereafter accrued. Each assignee of all or any portion of the rights of Lessee hereunder agrees to be bound by the provisions of this lease to the same extent as if such assignee were an original party to this Lease. Notwithstanding any assignment by Lessee of a segregated portion of this Lease, default by Lessee or any assignee or subassignee of Lessee in any covenant or condition in this Lease shall constitute default as to the entire Lease. Lessee shall notify Lessor of such assignment and furnish Lessor a true copy of any assignment. Until Lessee, or any assignee of Lessee, has given Lessor written notice of the assignment by such Lessee or assignee of Lessee of all its right and interest under this lease, all notices to Lessee hereunder may be given to the Lessee named herein, despite the assignment of part of the Lease. No change or division in the ownership of the Leased Premises, royalties, or other moneys, or any part thereof, howsoever affected, shall increase the obligations or diminish the rights of Lessee, including, but not limited to, the Assignee Lender shall be deemed automatically location and drilling of xxxxx and the measurement of production. Notwithstanding any other actual or constructive knowledge or notice thereof to have become a party hereto and Lessee, its successors or assigns, no change or division in the ownership of the Leased Premises or of the royalties or other moneys, or the right to receive the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreementsame, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreementhowsoever effected, shall be released from binding upon the then record owner of this Lease until thirty (30) days after there has been furnished to such record owner at his or its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt principal place of business by Lessor or Lessor’s heirs, successor, or assigns, notice of an assignmentsuch change or division, supported by either originals or copies of the Borrowers instruments which have been properly filed for record and which evidence such change or division, and of such court records and proceedings, transcripts, or other documents as shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially be necessary in the form opinion of such record owner to establish the validity of such change or division. If any such change in ownership occurs by reason of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date death of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it Lessor, Lessee may nevertheless pay or tender such royalties or other moneys, or part thereof, to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time Lessor or times provided in the predecessor Note and in this AgreementLessor’s estate.

Assignments. Any Each Lender may assign any all or a portion of its Term Loans rights and obligations hereunder, pursuant to one an assignment agreement substantially in the form of Schedule 11.3(b), to (i) any Lender or more Persons any Affiliate or Subsidiary of a Lender, or (an ii) any other commercial bank, financial institution or "Assignee Lender") without the consent accredited investor" (as defined in Regulation D of the BurrowersSecurities and Exchange Commission) reasonably acceptable to the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower; provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 above such amount and (ii) each such assignment shall be of a constant, not varying, percentage of all such Lender's rights and obligations under this Credit Agreement. Upon Any assignment hereunder shall be effective upon delivery to the consummation Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, the Assignee Lender shall be deemed automatically to have become a party hereto and (to the extent that rights and obligations hereunder have been assigned and delegated required pursuant to such Assignee Lender in connection the terms hereof), with the underlying assignment agreementconsent of, the Borrower as provided herein), the assignee shall have the rights become a "Lender" for all purposes of this Credit Agreement and obligations of a Lender hereunder and under the other Loan Documents. The assignor LenderCredit Documents and, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with of such assignment, the underlying assignment agreement, assigning Lender shall be released from relieved of its obligations hereunder to the extent of the Loans and under Commitment components being assigned. Along such lines the other Loan Documents. Within five Business Days after its receipt of Borrower agrees that upon notice of an assignmentany such assignment and surrender of the appropriate Note or Notes, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery it will promptly provide to the relevant Assignee assigning Lender a new term note and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the relevant Exhibit hereto original Note (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a but with notation thereon that it is given in substitution for and replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Noteoriginal Note or any replacement notes thereof). The assignor Lender shall xxxx the predecessor Note "exchanged" By executing and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided delivering an assignment agreement in the agreement between accordance with this Section 11.3(b), the assigning Lender thereunder and the Assignee assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender which effects warrants that it is the assignment (the "Lender Assignment Agreement"). Accrued interest on that part legal and beneficial owner of the predecessor Note evidenced interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the replacement Note shall terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be paid to the assignor performed by it as a Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and, so long as no Default or Event of Default exists, the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee Lender"“Assignee”) without all or a portion of its Commitment and its other rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent of the BurrowersBorrower or the Administrative Agent shall be required in the case of any assignment to another Lender or to any affiliate of a Lender, (ii) any partial assignment shall be in an amount at least equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof, (iii) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (iv) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the consummation of any purchase price agreed between such assignmenttransferor Lender and such Assignee, the such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Administrative Agent an administrative fee for processing such assignment in the form amount of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note $4,500.00. Anything in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it this Section to the Borrowers. Accrued contrary notwithstanding, no Lender may assign or participate any interest on that part of the predecessor Note evidenced in any Loan held by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid it hereunder to the assignor Lender. Accrued interest shall be paid at the same time Borrower, or times provided in the predecessor Note and in this Agreementany of its respective affiliates or Subsidiaries.

Assignments. Any Lender (a) Each Purchaser may assign at any of its Term Loans to one time assign, or more Persons (an "Assignee Lender") without grant a security interest or sell a participation interest in, with the prior written consent of the BurrowersSeller and Administrative Agent provided that no Termination Event has occurred and is continuing (provided that such consent shall not be required after a Termination Event or in connection with any assignment, grant of a security interest or sale of a participation interest in an Advance or Commitment to any other Purchaser, any Purchaser Agent, any Purchaser Affiliate, any Liquidity Bank or Affiliate of such Liquidity Bank providing liquidity to a purchaser that is a commercial paper conduit, or any other purchaser that is a commercial paper conduit sponsored by any Purchaser or Purchaser Affiliate), in any Advance or Commitment (or portion thereof) to any Person (such Person other than any Liquidity Bank, pledgee or Participant (as defined below), an “Additional Purchaser”); provided that in the case of an assignment of a Variable Funding Note, the assignee (other than any assignee that is a Liquidity Bank) shall execute and deliver to the Servicer, the Administrative Agent and each Purchaser Agent a Transferee Letter substantially in the form of Exhibit K hereto (the “Transferee Letter”). Upon the consummation of The parties to any such assignment, grant or sale of participation interest shall execute and deliver to the Assignee Lender applicable Purchaser Agent, for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties and such Purchaser Agent. Any assignment of a Variable Funding Note shall be deemed automatically to have become a party hereto and amend this Agreement to the extent that rights extent, and obligations hereunder have been assigned only to the extent, necessary to reflect the addition of such Additional Purchaser and delegated to the resulting adjustment of Commitments arising from the purchase by such Assignee Lender in connection with the underlying assignment agreement, shall have Additional Purchaser of all or a portion of the rights and obligations of a Lender hereunder and such transferor Purchaser under the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from this Agreement its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Variable Funding Note. The assignor Lender Seller shall xxxx the predecessor Note "exchanged" and deliver it not assign or delegate, or grant any interest in, or permit any Lien (other than any Permitted Lien) to the Borrowers. Accrued interest on that part exist upon, any of the predecessor Note evidenced by Seller’s rights, obligations or duties under this Agreement without the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part prior written consent of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note Administrative Agent, each Purchaser Agent and in this Agreementeach Hedge Counterparty.

Assignments. Any Lender may with the prior written consent of the Administrative Agent (such approval not to be unreasonably withheld) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "“Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $15,000,000, and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $15,000,000, (ii) if the assigning Lender holds and/or owns an interest in any Interest Rate Protection Agreement or has any obligation with respect thereto, and after giving effect to such assignment such Lender will hold no further Commitment under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender of its interest in the Interest Rate Protection Agreement to the Assignee Lender"or another Lender (or Affiliate thereof) provided that unless a Default shall have occurred and is continuing, in no event shall the foregoing result in a change of the counterparty under the Interest Rate Protection Agreement without the consent Borrower’s prior written approval) and (iii) each such assignment shall be effected by means of the Burrowersan Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the consummation of any purchase price agreed between such assignmenttransferor Lender and such Assignee, the such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Administrative Agent an administrative fee for processing such assignment in the form amount of $4,500.00 (or $7,500.00 in the case of an assignment by a Defaulting Lender). Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to Borrower, or any of its respective affiliates or Subsidiaries. Administrative Agent, acting for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of each assignment delivered to it and a register for the recordation of the relevant Exhibit hereto names and addresses of the Lenders, and the Commitment of, and principal amount (Aand stated interest) of the Loans owing to, B or C, depending on each Lender pursuant to the type of Term Loans being assignedterms hereof from time to time (the “Register”)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note . The entries in the principal amount retained by the assignor Lender hereunder. Each such Note Register shall be dated conclusive, and Borrower, the date Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender at any time and from time to time upon reasonable prior notice. The obligations of Borrower under the Loan Documents are registered obligations and the right, title and interest of Lender and its Assignees in and to such obligations shall be transferable only upon notation of such transfer in the Register. This Section 13.12(c) shall be construed so that such obligations are at all times maintained in “registered from” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" Internal Revenue Code and deliver it to the Borrowers. Accrued interest on that part any related regulations (and any other relevant or successor provisions of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"Internal Revenue Code or such regulations). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any Each Lender may assign any all or a portion of its Term Loans rights and obligations hereunder, pursuant to one an assignment agreement substantially in the form of Schedule 10.3(b), to (i) any Lender or any Affiliate or Subsidiary of a Lender, or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) that is reasonably acceptable to the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, is reasonably acceptable to the Borrower; provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 above such amount and (ii) so long as no Event of Default has occurred and is continuing, no Lender shall assign more Persons (an "Assignee than 50% of such Lender") 's original aggregate Commitments without the written consent of the BurrowersBorrower. Upon Any assignment hereunder shall be effective upon delivery to the consummation Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, the Assignee Lender shall be deemed automatically to have become a party hereto and (to the extent that rights and obligations hereunder have been assigned and delegated required pursuant to such Assignee Lender in connection the terms hereof), with the underlying assignment agreementconsent of, the Borrower as provided herein), the assignee shall have the rights become a "Lender" for all purposes of this Credit Agreement and obligations of a Lender hereunder and under the other Loan Documents. The assignor LenderCredit Documents and, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with of such assignment, the underlying assignment agreement, assigning Lender shall be released from relieved of its obligations hereunder to the extent of the Loans and under Commitment components being assigned. Along such lines the other Loan Documents. Within five Business Days after its receipt of Borrower agrees that upon notice of an assignmentany such assignment and surrender of the appropriate Note or Notes, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery it will promptly provide to the relevant Assignee assigning Lender a new term note and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the relevant Exhibit hereto original Note (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a but with notation thereon that it is given in substitution for and replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Noteoriginal Note or any replacement notes thereof). The assignor Lender shall xxxx the predecessor Note "exchanged" By executing and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided delivering an assignment agreement in the agreement between accordance with this Section 10.3(b), the assigning Lender thereunder and the Assignee assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender which effects warrants that it is the assignment (the "Lender Assignment Agreement"). Accrued interest on that part legal and beneficial owner of the predecessor Note evidenced interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or any of its respective Affiliates or the performance or observance by the replacement Note Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall be paid deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the assignor Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender. Accrued interest If the assignee is not a United States person under Section 7701(a)(30) of the Code, it shall be paid at deliver to the same time Borrower and the Administrative Agent a valid certification as to exemption from deduction or times provided withholding of taxes in the predecessor Note and in this Agreementaccordance with Section 3.10.

Assignments. Any Each Lender may make assignments to any Federal Reserve Bank, provided that any related costs, fees and expenses incurred by such Lender in connection with such assignment or the re-assignment back to it free of any interests of the Federal Reserve Bank, shall be for the sole account of Lender. Each Lender may also assign any of its Term Loans to one or more Persons assignees (each an "Assignee LenderASSIGNEE") without the consent all or any part of the Burrowers. Upon the consummation of any such assignment, the Assignee Lender shall be deemed automatically to have become a party hereto and to the extent that rights its Rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The Credit Documents so long as (i) the assignor Lender, to the extent that rights Lender and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall Assignee execute and deliver to Tennessee Farmers the Administrative Agent, the LC Issuing Bank and the Borrower for their consent and acceptance (for delivery to that may not be unreasonably withheld in any instance and is not required by the relevant Assignee Lender a new term note Borrower if an Event of Default has occurred and is continuing) an assignment and assumption agreement in substantially in the form of Exhibit E (an "ASSIGNMENT") and pay to the relevant Exhibit hereto Administrative Agent a processing fee of $1,000 (Awhich payment obligation is the sole liability, B or Cjoint and several, depending on of that Lender and Assignee), (ii) the type assignment must be for a minimum total Commitment of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans$5,000,000, and, if the assignor Lender has retained Term Loans hereunderretains any Commitment, it must be a replacement note minimum total Commitment of $10,000,000, and (iii) the conditions for that assignment set forth in the principal amount retained applicable Assignment are satisfied. The Effective Date in each Assignment must (unless a shorter period is agreed to by the Borrower and the Administrative Agent) be at least five Business Days after it is executed and delivered by the assignor Lender hereunderand the Assignee to the Administrative Agent and the Borrower for acceptance. Each Once such Note shall be dated Assignment is accepted by the date Administrative Agent, the LC Issuing Bank and the Borrower, and subject to all of the predecessor Note. The following occurring, then, on and after the Effective Date stated in it (A) the Assignee automatically shall become a party to this Agreement and, to the extent provided in that Assignment, shall have the Rights and obligations of a Lender under the Credit Documents, (B) in the case of an Assignment covering all of the remaining portion of the assignor Lender's Rights and obligations under the Credit Documents, the assignor Lender shall xxxx cease to be a party to the predecessor Note "exchanged" Credit Documents, (C) the Borrower shall execute and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning assignor Lender and the Assignee Lender which effects the assignment appropriate Notes in accordance with this Agreement following the transfer, (the "Lender Assignment Agreement"). Accrued interest on that part D) upon delivery of the predecessor Note evidenced by Notes under clause (C) the replacement Note assignor Lender shall return to the Borrower all Notes previously delivered to that Lender under this Agreement, and (E) Schedule 2 shall be paid automatically amended to reflect the name, address, telecopy number and Commitment of the Assignee and the remaining Commitment (if any) of the assignor Lender, and the Administrative Agent shall prepare and circulate to the Borrower, the LC Issuing Bank and the Lenders an amended Schedule 2 reflecting those changes. Accrued Notwithstanding the foregoing, no Assignee may be recognized as a party to the Credit Documents (and the assignor Lender shall continue to be treated for all purposes as the party to the Credit Documents) with respect to the Rights and obligations assigned to that Assignee until the actions described in clauses (C) and (D) have occurred. The Obligation is registered on the books of the Borrower as to both principal and any stated interest, and transfers of (as opposed to participations in) principal of and interest shall on the Obligations may be paid at the same time or times provided made only in the predecessor Note and in accordance with this AgreementSection.

Assignments. Any Lender (1) Subject to Section 13.01 and the other terms of this Agreement, the Lenders collectively or individually may assign any of its Term Loans to one or more Persons (an "Assignee Lender") without the consent assignees all or a portion of the Burrowers. Upon the consummation of any such assignment, the Assignee Lender shall be deemed automatically to have become a party hereto and to the extent that their respective rights and obligations hereunder have been assigned and delegated under this Agreement (including, without limitation, all or a portion of their respective Commitments); provided that no such assignment shall be made to (A) the Borrower, any other Obligor, any Obligor’s Affiliates or Subsidiaries, (B) to any Non-Funding Lender or any of its Affiliates or Subsidiaries, or (C) to a natural Person. There will be no restrictions on assignments while an Event of Default exists. The parties to each such Assignee Lender in connection assignment will execute (together with the underlying Agent) and deliver an assignment agreementagreement in respect of the Loan Facility substantially in the form of Schedule D to this Agreement (each, shall have an “Assignment Agreement”) to the rights Agent and obligations of the Agent will deliver such Assignment Agreement to the Borrower. In addition the Borrower will execute such other documentation as a Lender hereunder and under may reasonably request for the other Loan Documentspurpose of any assignment or participation. The assignor Lenderwill pay a processing and recording fee of $5,000 to the Agent. After such execution, delivery, acknowledgement and recording in the Register (i) the assignee thereunder will be a party to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it, have the rights and delegated obligations of a Lender hereunder and (ii) the assigning Lender thereunder will, to the extent that rights and obligations hereunder have been assigned by it in connection with the underlying assignment agreementpursuant to such Assignment Agreement, shall relinquish its rights and be released from its obligations hereunder and under the this Agreement, other Loan Documents. Within five Business Days after its receipt than obligations in respect of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially which it is then in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loansdefault, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by case of an Assignment Agreement covering all or the assignor remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender hereunder. Each will cease to be a party hereto; provided that such Note assigning Lender shall continue to be dated entitled to the benefits of Section 12.01 with respect to facts and circumstances occurring prior to the effective date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementsuch assignment.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee LenderAssignee") without all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to ws4E6.tmp 37 another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $5,000,000.00 and after giving effect to such assignment the Burrowersassigning Lender retains a Commitment, or if the Commitments have been terminated, holds a Note having an outstanding principal balance, of at least $5,000,000.00, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the consummation of any purchase price agreed between such assignmenttransferor Lender and such Assignee, the such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Administrative Agent an administrative fee for processing such assignment in the form amount of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note $4,500.00. Anything in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it this Section to the Borrowers. Accrued contrary notwithstanding, no Lender may assign or participate any interest on that part of the predecessor Note evidenced in any Loan held by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid it hereunder to the assignor Lender. Accrued interest shall be paid at the same time Borrower, or times provided in the predecessor Note and in this Agreementany of its respective Affiliates or subsidiaries.

Assignments. Any Each Lender may assign any all or a portion of its Term Loans rights and obligations hereunder, pursuant to one an assignment agreement substantially in the form of Schedule 11.3(b), to (i) any Lender or more Persons any Affiliate or Subsidiary of a Lender, or (an ii) any other commercial bank, financial institution or "Assignee Lender") without the consent accredited investor" (as defined in Regulation D of the BurrowersSecurities and Exchange Commission) reasonably acceptable to the Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower; provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 above such amount and (ii) each such assignment shall be of a constant, not varying, percentage of all such Lender's rights and obligations under this Credit Agreement. Upon For purposes of the consummation Borrower's acceptance of the proposed assignee in clause (ii) of the foregoing sentence, the Borrower shall have been deemed to accept any such assignee unless the Borrower provides to the Agent and such assigning Lender, written notice of the Borrower's objection to the assignment setting forth the specific reasons for its objection, such notice to be delivered no later than three (3) Business Days after the Borrower receives notice of the requested assignment (as set forth below). Any assignment hereunder shall be effective upon delivery to the Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, the Assignee Lender shall be deemed automatically to have become a party hereto and (to the extent that rights and obligations hereunder have been assigned and delegated required pursuant to such Assignee Lender in connection the terms hereof), with the underlying assignment agreementconsent of, the Borrower as provided herein), the assignee shall have the rights become a "Lender" for all purposes of this Credit Agreement and obligations of a Lender hereunder and under the other Loan Documents. The assignor LenderCredit Documents and, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with of such assignment, the underlying assignment agreement, assigning Lender shall be released from relieved of its obligations hereunder to the extent of the Loans and under Commitment components being assigned. Along such lines the other Loan Documents. Within five Business Days after its receipt of Borrower agrees that upon notice of an assignmentany such assignment and surrender of the appropriate Note or Notes, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery it will promptly provide to the relevant Assignee assigning Lender a new term note and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the relevant Exhibit hereto original Note (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a but with notation thereon that it is given in substitution for and replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Noteoriginal Note or any replacement notes thereof). The assignor Lender shall xxxx the predecessor Note "exchanged" By executing and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided delivering an assignment agreement in the agreement between accordance with this Section 11.3(b), the assigning Lender thereunder and the Assignee assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender which effects warrants that it is the assignment (the "Lender Assignment Agreement"). Accrued interest on that part legal and beneficial owner of the predecessor Note evidenced interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agent by the replacement Note shall terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be paid to the assignor performed by it as a Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any Each Lender may assign any all or a portion of its Term Loans to one or more Persons (an "Assignee Lender") without the consent of the Burrowers. Upon the consummation of any such assignment, the Assignee Lender shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated pursuant to such Assignee Lender in connection with the underlying an assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note agreement substantially in the form of Schedule 11.3(b) to one or more Eligible Assignees, provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the relevant Exhibit hereto remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $500,000 above such amount, (ii) each assignment of a Lender's Revolving Commitment automatically shall constitute an assignment of a corresponding percentage of such Lender's Foreign Currency Commitment and (iii) each such assignment shall be of a constant, not varying, percentage of (A, B ) in the case of an assignment of all or C, depending on the type a portion of Term Loans being assigned)) evidencing such Assignee a Lender's assigned Term LoansRevolving Commitment and Foreign Currency Commitment, andall of such Lender's rights and obligations under this Credit Agreement with respect to the Revolving Commitment and the Foreign Currency Commitment so assigned, if the assignor Lender has retained Term Loans hereunder, a replacement note (B) in the principal amount retained by case of an assignment of a Lender's Tranche A Term Loan Commitment, all of such Lender's rights and obligations under this Credit Agreement with respect to the assignor Lender hereunderTranche A Term Loan Commitment so assigned and (C) in the case of an assignment of a Lender's Tranche B Term Loan Commitment, all of such Lender's rights and obligations under this Credit Agreement with respect to the Tranche B Term Loan Commitment so assigned. Each such Note Any assignment hereunder shall be dated effective upon delivery to the Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the predecessor NoteRegister pursuant to the terms of subsection (c) below. The assignor assigning Lender shall xxxx the predecessor Note "exchanged" and deliver it will give prompt notice to the BorrowersAgent and the Borrower of any such assignment. Accrued interest on that part Upon the effectiveness of any such assignment (and after notice to, and (to the predecessor Note evidenced by extent required pursuant to the new Note shall be paid terms hereof) with the consent of, the Borrower as provided in herein), the agreement between assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender and shall be relieved of its obligations hereunder to the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part extent of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note Loans and in this Agreement.Commitment

Assignments. Any Lender Buyer may at any time assign any of its Term Loans to one or more Persons (an "Assignee Lender") without the consent of the Burrowers. Upon the consummation of any in such assignment, the Assignee Lender shall be deemed automatically to have become a party hereto and to the extent that Buyer’s rights and obligations hereunder have been assigned and delegated under the other Repurchase Documents by way of assignment to any Eligible Assignee in accordance with clause (d) of this Section 22.17, (and any other attempted assignment or transfer by any Buyer shall be deemed to be null and void). Each assignment by a Buyer of all or any portion of its rights and obligations hereunder and under the other Repurchase Documents, shall be subject to the following terms and conditions: (i) each such assignment shall be in a minimum amount of the lesser of (x) Five Million Dollars ($5,000,000) or such lesser amount as the Agent shall agree and (y) the entire remaining amount of assigning Buyer’s Committed Sum; provided however that, after giving effect to such Assignee Lender assignment, in no event shall the entire remaining amount (if any) of assigning Buyer’s Committed Sum be less than $5,000,000; (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Buyer’s rights and obligations under this Agreement, and (iii) the parties to any assignment shall execute and deliver to Agent an Assignment and Assumption substantially (as determined by Agent) in the form attached hereto as Exhibit E (with appropriate insertions acceptable to Agent), together with a processing and recordation fee in the amount, if any, required as set forth in the Assignment and Assumption. Until the Assignment and Assumption becomes effective in accordance with its terms, and Agent has confirmed that the assignment satisfies the requirements of this Section 22.17, the Seller and the Agent shall be entitled to continue to deal solely and directly with the assigning Buyer in connection with the underlying assignment agreementinterest so assigned. From and after the effective date of each Assignment and Assumption that satisfies the requirements of this Section 22.17, the assignee thereunder shall be deemed to be a party to this Agreement, such assignee shall have the rights and obligations of a Lender hereunder Buyer under this Agreement and under the other Loan Documents. The assignor Lender, Repurchase Documents (including without limitation the right to receive fees payable hereunder in respect of the extent that period following such assignment) and the assigning Buyer shall relinquish its rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder under this Agreement and under the other Loan Repurchase Documents. Within five Business Days after its receipt of notice of an assignmentUpon request, the Borrowers Seller shall execute and deliver to Tennessee Farmers (for delivery the Agent, documents reasonably necessary to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.process;

Assignments. Any Lender may at any time assign any of its Term Loans to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Reimbursement and Pledge Agreement (including all or a portion of its Commitments); provided, that (a) except in the cases of an "Assignee Lender") without the consent assignment of the Burrowers. Upon entire remaining amount of the consummation assigning Lender’s Commitments or, of any such assignmentan assignment to a Lender or a Lender Affiliate, the Assignee Lender aggregate amount of the Commitments being assigned shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, otherwise consent (each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be deemed automatically made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Reimbursement and Pledge Agreement with respect the Commitment assigned, it being understood that non-pro rata assignments of or among any of the Commitments and the Loans and Reimbursement Obligations are not permitted; (c) any assignment of a Commitment must be approved by the Administrative Agent, the Issuing Banks and so long as no Default or Event of Default has occurred and is continuing, the Borrowers, (such approval of the Borrowers not to have become be unreasonably withheld), unless the Person that is the proposed assignee is itself a Lender with a Commitment; and (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (provided, that such processing and recordation fee may be waived by the Administrative Agent, in its sole discretion) and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to §13.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party hereto to this Reimbursement and Pledge Agreement and, to the extent that rights of the interest assigned by such Assignment and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreementAssumption, shall have the rights and obligations of a Lender hereunder under this Reimbursement and under Pledge Agreement, and the other Loan Documents. The assignor Lenderassigning Lender thereunder shall, to the extent that rights of the interest assigned by such Assignment and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreementAssumption, shall be released from its obligations hereunder under this Reimbursement and under Pledge Agreement (and, in the other Loan Documents. Within five Business Days after its receipt of notice case of an assignmentAssignment and Assumption covering all of the assigning Lender’s rights and obligations under this Reimbursement and Pledge Agreement, the Borrowers such Lender shall execute and deliver cease to Tennessee Farmers (for delivery be a party hereto) but shall continue to be entitled to the relevant Assignee benefits of §§15.3 and 15.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B rights or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note obligations under this Reimbursement and Pledge Agreement that does not comply with this paragraph shall be dated the date treated for purposes of the predecessor Note. The assignor this Reimbursement and Pledge Agreement as a sale by such Lender shall xxxx the predecessor Note "exchanged" of a participation in such rights and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided obligations in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementaccordance with §13.4.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000, (ii) except in the case of assignments to a Lender", an Affiliate of a Lender or an Approved Fund, the Administrative Agent and (provided no Event of Default has occurred that is continuing) without the consent of the Burrowers. Upon the consummation of any Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Administrative Agent an administrative fee for processing such assignment in the form amount of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note $4,500.00. Anything in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it this Section to the Borrowers. Accrued contrary notwithstanding, no Lender may assign or participate any interest on that part of the predecessor Note evidenced in any Loan held by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid it hereunder to the assignor Lender. Accrued interest shall be paid at the same time Borrower, or times provided in the predecessor Note and in this Agreementany of its respective affiliates or Subsidiaries.

Assignments. Any A Lender may assign to an Eligible Assignee any of its Term Loans to one or more Persons rights and obligations under the Loan Documents, as long as (an "Assignee Lender"i) without the consent each assignment is of a constant, and not a varying, percentage of the Burrowerstransferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $10,000,000 (unless otherwise agreed by the Agent in its discretion) and integral multiples of $1,000,000 in excess of that amount; (ii) except in the case of an assignment in whole of a Lender’s rights and obligations, the aggregate amount of the Commitments retained by the transferor Lender is at least $15,000,000 (unless otherwise agreed by the Agent in its discretion); and (iii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance and recording, an Assignment and Acceptance in the form of Exhibit F (“Assignment and Acceptance”) together with any note or notes subject to such assignment. Upon Nothing herein shall limit the consummation right of a Lender to pledge or assign any rights under the Loan Documents to (1) any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by such Federal Reserve Bank, or (2) counterparties to swap agreements relating to any Loans; provided, however, that any payment by the Obligated Parties to the assigning Lender in respect of any such assignment, Obligations assigned as described in this sentence shall satisfy the Assignee Lender shall be deemed automatically to have become a party hereto and Obligated Parties’ obligations hereunder to the extent that rights of such payment, and no such assignment shall release the assigning Lender from its obligations hereunder have been assigned hereunder. Upon delivery to the Agent of an assignment notice in the form attached to the Assignment and delegated to Acceptance, and a processing fee of $3,500 (unless otherwise agreed by the Agent in its discretion), the assignment shall become effective as specified in the notice, if it complies with this Section 11.2(b). From such effective date, the Eligible Assignee shall for all purposes be a Lender in connection with under the underlying assignment agreementLoan Documents, and shall have the all rights and obligations of a Lender hereunder thereunder and under the other Loan Documents. The assignor LenderLender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned and delegated by it in connection with the underlying assignment agreementpursuant to such Assignment and Acceptance, shall relinquish its rights and be released from its obligations hereunder under this Agreement (and under in the other Loan Documents. Within five Business Days after its receipt of notice case of an assignmentAssignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it cease to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"a party hereto). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any Each Lender (a “Transferring Lender”) may assign its Commitment under any Credit Facility (including its Rateable Share in each Advance made thereunder), or any part thereof in a minimum amount of its Term Loans Cdn.$10,000,000 to one or more Persons (an "Assignee Lender"i) any Affiliate of the Transferring Lender without the consent of the BurrowersBorrower or the Administration Agent, (ii) prior to the occurrence of an Event of Default, to any other Person with the prior consent of the Administration Agent and the Borrower, such consent not be unreasonably withheld or delayed, and (iii) during the continuance of an Event of Default, to any Person, without the consent of the Borrower but with the consent of the Administration Agent, such consent not to be unreasonably withheld or delayed, provided that, if the proposed assignee is already a Lender under the same Credit Facility or is a bank whose senior, unsecured, non-credit enhanced, long-term debt is rated at least A3, A- or A low by at least two of Xxxxx’x, S&P and DBRS, respectively, then such consent of the Administration Agent under this clause (iii) shall not be required. Upon Any such transfer to any Person permitted pursuant to the consummation of any such assignment, the Assignee Lender preceding sentence (a “Transferee”) shall be deemed automatically made pursuant to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying loan assignment agreement, shall have the rights and obligations of agreement (a Lender hereunder and under the other “Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note Assignment Agreement”) substantially in the form of Schedule G (or in such other form to similar effect as the relevant Exhibit hereto Administration Agent may approve). Each Loan Assignment Agreement duly executed by all parties thereto (A, B or C, depending on other than the type of Term Loans being assigned)Administration Agent) evidencing such Assignee Lender's assigned Term Loans, andmust be delivered to the Administration Agent at least five Business Days before it takes effect accompanied, if such assignment is not being made to an Affiliate of an existing Lender, by payment to the assignor Lender has retained Term Loans hereunder, Administration Agent of a replacement note in the principal amount retained by the assignor Lender hereunderprocessing fee of Cdn.$3,500. Each party hereto hereby agrees that any such Note Transferee under any such Loan Assignment Agreement shall be dated entitled to rights identical to the date rights assigned to such Transferee as if such Transferee were named in this Agreement as an original party in substitution for the Transferring Lender in respect of the predecessor Note. The assignor such Commitment, or part thereof, assigned, and such Transferring Lender shall xxxx the predecessor Note "exchanged" and deliver it be released from all obligations in relation to the Borrowers. Accrued interest on that its Commitment, or part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementthereof, so assigned.

Assignments. (a) Any Lender may at any time assign any of its Term Loans to one or more Persons (any such Person, an "Assignee “Assignee”) all or any portion of such Lender") without ’s Loans and Commitments, with the prior written consent of the Burrowers. Upon Administrative Agent, the consummation Issuing Lenders and the Company (which consents shall not be unreasonably withheld or delayed); provided, that no consent of the Company shall be required (i) for an assignment to any Person which, directly or indirectly, controls or is controlled by or is under common control with a Lender, (ii) following the occurrence and during the continuance of an Event of Default under and pursuant to Section 13.1.1, Section 13.1.4 or Section 13.1.5, or (iii) following the occurrence and during the continuance of any other Event of Default that has been continuing for at least thirty (30) consecutive days. No such assignmentassignment shall be made to a natural Person, any Defaulting Lender or any of its Affiliates or the Company or any of its Affiliates. Except as the Administrative Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the Assignee Lender remaining Commitment and Loans held by the assigning Lender. The Company and the Administrative Agent shall be deemed automatically entitled to have become a party hereto continue to deal solely and to the extent that rights and obligations hereunder have been assigned and delegated to directly with such Assignee Lender in connection with the underlying assignment agreement, interests so assigned to an Assignee until the Administrative Agent shall have the rights received and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it accepted an effective assignment agreement in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit D hereto (Aan “Assignment Agreement”) executed, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained delivered and fully completed by the assignor Lender hereunderapplicable parties thereto and a processing fee of $3,500. Each No assignment may be made to any Person if at the time of such Note shall assignment the Company would be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it obligated to pay any greater amount under Section 7.6 or 8 to the Borrowers. Accrued interest on that part of Assignee than the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between Company is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the Assignee Lender which effects foregoing, the assignment (the "Lender Assignment Agreement"Company will not be required to pay such greater amounts). Accrued interest on that part of the predecessor Note evidenced by the replacement Note Any attempted assignment not made in accordance with this Section 15.6.1 shall be paid to treated as the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementsale of a participation under Section 15.6.2.

Assignments. Any Lender may with the prior written consent of the Administrative Agent at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee Lender"“Assignee”) without all or a portion of its rights and obligations under this Agreement and the consent Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (except in the case of an assignment made at a time at which there exists an Event of Default) after giving effect to such assignment the Burrowers. Upon assigning Lender retains a Commitment, or if the consummation Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of any at least $10,000,000, (ii) the Administrative Agent and (provided no Event of Default has occurred that is continuing) the Borrower shall have approved such assignment, which approvals shall not be unreasonably withheld, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Administrative Agent an administrative fee for processing such assignment in the form amount of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note $4,500.00. Anything in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it this Section to the Borrowers. Accrued contrary notwithstanding, no Lender may assign or participate any interest on that part of the predecessor Note evidenced in any Loan held by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid it hereunder to the assignor Lender. Accrued interest shall be paid at the same time Borrower, or times provided in the predecessor Note and in this Agreementany of its respective affiliates or Subsidiaries.

Assignments. Any Lender may assign any may, in the ordinary course of its Term Loans business and in accordance with applicable law, at any time, sell and assign to one any Lender, any Affiliate of a Lender or more Persons any other bank or financial institution (individually, an "Assignee LenderAssignee") without all or any portion of its rights and obligations under the consent Loan Documents (such a sale and assignment to be referred to herein as an "Assignment"), provided Lender does so in compliance with the terms of the Burrowers. Upon Intercreditor Agreement and provided that in the consummation absence of a Default, Borrowers' Agent has consented to any such assignmentAssignment which is not to a Lender or an Affiliate of a Lender, which consent will not be unreasonably withheld. Each assigning Lender ("Assignor") shall, notwithstanding an Assignment of all of its rights and obligations under the Assignee Lender Loan Documents, nevertheless be entitled to the indemnification rights contained in Section 13.3 for any events, acts or omissions occurring before the effective date of its Assignment. Each Assignment shall be deemed automatically to have become a party amend Schedule I hereto and to the extent that rights necessary to reflect the addition of each Assignee and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations resulting adjustment of a Lender hereunder and under the other Loan DocumentsCommitments. The assignor Lender, On or prior to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreementeffective date of any Assignment, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignmentBorrowers, the Borrowers at their own expense, shall execute and deliver to Tennessee Farmers (Administrative Lender, in exchange for delivery each surrendered Note of the Assignor, a new Note to the relevant Assignee Lender a new term note substantially in the form order of the relevant Exhibit hereto Assignee thereunder (A, B or C, depending on with each new Note to be in an amount equal to the type of Term Loans being assigned)applicable Commitment assumed by such Assignee) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender Assignor has retained Term Loans Commitment(s) hereunder, a replacement note new Note(s) to the order of the Assignor (with each new Note to be in an amount equal to the principal amount applicable Commitment retained by the assignor Lender hereunderAssignor). Each such Any Note surrendered by the Assignor shall be dated the date of the predecessor Note. The assignor returned by Administrative Lender shall xxxx the predecessor Note to Borrowers' Agent marked "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the Exchanged"Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. (a) Any Lender may at any time assign any of its Term Loans to one or more Persons (any such Person, an "Assignee “Assignee”) all or any portion of that Lender") without ’s Loans and Commitments, with the prior written consent of the Burrowers. Upon the consummation Administrative Agent and, so long as no Event of Default exists, Borrower (which consent of Borrower may not be unreasonably withheld or delayed), but (i) no such consent of any kind is required for an assignment (A) by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund, (B) to an Eligible Assignee, or (C) prior to the completion of the primary syndication of the Commitments as determined by Monroe Capital, and (ii) no assignment may be made to a Loan Party or an Affiliate of a Loan Party. Except as Administrative Agent otherwise agrees, any such assignmentassignment must be in a minimum aggregate amount equal to $1,000,000 (which minimum will be $250,000 if the assignment is to an Affiliate of the assigning Lender) or, if less, the Assignee Lender shall remaining Commitment and Loans held by the assigning Lender. Borrower and Administrative Agent will be deemed automatically entitled to have become a party hereto continue to deal solely and to directly with the extent that rights and obligations hereunder have been assigned and delegated to such Assignee assigning Lender in connection with the underlying interests so assigned to an Assignee until Administrative Agent has received and accepted an effective assignment agreementagreement in substantially the form of Exhibit C (an “Assignment Agreement”) executed, shall have delivered, and fully completed by the rights applicable parties thereto and obligations a processing fee of $3,500. No assignment may be made to any Person if at the time of that assignment Borrower would be obligated to pay any greater amount under Section 7.6 or Section 8 to the Assignee than Borrower is then obligated to pay to the assigning Lender under that section (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay any such greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 will be treated as the sale of a Lender hereunder and participation under the other Loan DocumentsSection 15.6.2. The assignor Lender, Borrower will be deemed to the extent have granted its consent to any assignment requiring its consent under this Agreement unless Borrower has expressly objected to that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five within three Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementthereof.

Assignments. Any Each Lender may assign any all or a portion of its Term Loans rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Schedule 11.3(b) to one or more Persons (an "Assignee Lender") without the consent Eligible Assignees, provided that any such assignment shall be in a minimum aggregate amount of $5,000,000 of the BurrowersCommitments and in integral multiples of $1,000,000 above such amount. Upon Any assignment hereunder shall be effective upon delivery to the consummation Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Agent for its own account. The assigning Lender will give prompt notice to the Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to the Borrower as provided herein), the Assignee Lender assignee shall be deemed automatically to have become a party hereto "Lender" for all purposes of this Credit Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor LenderCredit Documents and, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with of such assignment, the underlying assignment agreement, assigning Lender shall be released from relieved of its obligations hereunder to the extent of the Loans and under Commitment components being assigned. Along such lines the other Loan Documents. Within five Business Days after its receipt of Borrower agrees that upon notice of an assignmentany such assignment and surrender of the appropriate Note or Notes, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery it will promptly provide to the relevant Assignee assigning Lender a new term note and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the relevant Exhibit hereto original Note (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a but with notation thereon that it is given in substitution for and replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Noteoriginal Note or any replacement notes thereof). The assignor Lender shall xxxx the predecessor Note "exchanged" By executing and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided delivering an assignment agreement in the agreement between accordance with this Section 11.3(b), the assigning Lender thereunder and the Assignee assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender which effects warrants that it is the assignment (the "Lender Assignment Agreement"). Accrued interest on that part legal and beneficial owner of the predecessor Note evidenced interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agent by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time terms hereof or times provided in the predecessor Note and in this Agreement.thereof, together with such powers as are reasonably incidental thereto; and

Assignments. Any It is understood and agreed that each Lender may shall have the right to assign at any time all or any portion of its Commitment and interests in the risk relating to any Revolving Credit Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the Term Loan to any Person, provided that: (i) each such assignment shall be in a minimum amount of $5,000,000 (or, if less, in a minimum amount equal to all of such Lender's Commitment and interests in the risk relating to any Revolving Credit Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the Term Loan); (ii) the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Parent, shall have consented to one or more Persons (an "Assignee Lender") without such assignment, each such consent not to be unreasonably withheld; provided that the consent of the Burrowers. Upon Administrative Agent and the consummation of any such assignmentParent shall not be required, and the Assignee Lender minimum assignment amount shall be deemed automatically not apply, if the assignment is to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreementLender, shall have the rights and obligations an Affiliate of a Lender hereunder and under the other Loan Documents. The assignor Lender, or an Approved Fund so long as such assignment would not result in increased costs to the extent that rights Borrowers hereunder; and obligations hereunder have been assigned (iii) the proposed assignee and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall assigning Lender execute and deliver to Tennessee Farmers the Administrative Agent and the Borrowers hereunder an Assignment and Acceptance in the form attached hereto as Exhibit D (for in each case, an "Assignment and Acceptance"). Upon the execution and delivery of such Assignment and Acceptance, (A) to the relevant Assignee Lender a new term note extent applicable, the Borrowers, if requested, shall issue to the assignee applicable Notes in the amount of such assignee's Commitment and/or portion of the Term Loan, dated the effective date of such Assignment and Acceptance and otherwise completed in substantially in the form of the relevant Exhibit hereto (A, B or C, depending Notes executed and delivered to the Lenders on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, Effective Date and, if applicable, the assignor Lender has retained Term Loans hereunder, shall return to the Borrowers its existing Notes marked "cancelled"; and (B) the assignee shall pay a replacement note processing and recordation fee of $2,500 to the Administrative Agent; provided that only one such fee shall be payable in the principal amount retained event of simultaneous assignments to or by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time two or times provided in the predecessor Note and in this Agreementmore Approved Funds.

Assignments. (i) Any Lender may at any time assign any of its Term Loans to one or more Persons (any such Person, an "Assignee “Assignee”) all or any portion of such Lender") without ’s Advances and Commitments, with the prior written consent of the BurrowersAdministrative Agent and, so long as no Event of Default exists, the Borrower (which consents shall not be unreasonably withheld or delayed and shall not be required (i) from the Borrower for an assignment by a Lender to another Lender or an Affiliate of a Lender or an Approved Fund of a Lender or (ii) from the Administrative Agent for an assignment by a Lender to an Affiliate of a Lender or an Approved Fund of a Lender). Upon Except as the consummation of Administrative Agent may otherwise agree, any such assignmentassignment (other than any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender) shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the Assignee Lender Commitment or the principal amount of the Advances being assigned. The Borrower and the Administrative Agent shall be deemed automatically entitled to have become a party hereto continue to deal solely and to the extent that rights and obligations hereunder have been assigned and delegated to directly with such Assignee Lender in connection with the underlying assignment agreement, interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the rights applicable parties thereto and obligations a processing fee of a $3,500 to be paid by the Lender hereunder and under the other Loan Documents. The assignor Lenderto whom such interest is assigned; provided, to the extent that rights and obligations hereunder have been assigned and delegated by it no such fee shall be payable in connection with the underlying any assignment agreement, by a Lender to a Lender or an Affiliate or Approved Fund of a Lender. Any attempted assignment not made in accordance with this Section 11.1(a)(i) shall be released from null and void. The Borrower shall be deemed to have granted its obligations consent to any assignment requiring its consent hereunder and under unless the other Loan Documents. Within five Borrower has expressly objected to such assignment within three Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementthereof.

Assignments. Any Lender The Program Agreements are not assignable by Seller. Subject to Section 42 (Acknowledgement of Assignment and Administration of Repurchase Agreement) hereof, Administrative Agent and Buyers may from time to time assign any all or a portion of its Term Loans their rights and obligations under this Agreement and the Program Agreements; provided, however that Administrative Agent shall maintain, solely for this purpose as a non-fiduciary agent of Seller, for review by Seller upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned and Seller shall only be required to one or more Persons (an "Assignee Lender") without deal directly with the consent of Administrative Agent. The entries in the BurrowersRegister shall be conclusive absent manifest error, and the Seller, Guarantor, Administrative Agent and Buyers shall treat each Person whose name is recorded in the Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment and recordation in the consummation of any Register, (a) such assignment, the Assignee Lender assignee shall be deemed automatically to have become a party hereto and to each Program Agreement to the extent that rights of the percentage or portion set forth in the Assignment and obligations hereunder have been assigned Acceptance, and delegated shall succeed to such Assignee Lender in connection with the underlying assignment agreement, shall have the applicable rights and obligations of a Lender hereunder Administrative Agent and under the other Loan Documents. The assignor LenderBuyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such rights and obligations hereunder have been so assigned by them to either (i) an Affiliate of Administrative Agent or Buyers which assumes the obligations of Administrative Agent and delegated Buyers, as applicable or (ii) another Person approved by it in connection with Seller (such approval not to be unreasonably withheld) which assumes the underlying assignment agreementobligations of Administrative Agent and Buyers, shall as applicable, be released from its obligations hereunder and under the other Loan DocumentsProgram Agreements. Within five Business Days after its receipt Any assignment hereunder shall be deemed a joinder of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender such assignee as a new term note substantially Buyer hereto. Unless otherwise stated in the form of Assignment and Acceptance, Seller shall continue to take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to any prospective or actual assignee this Agreement the relevant Exhibit hereto (Aother Program Documents, B any document or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained other information delivered to Administrative Agent and/or Buyers by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this AgreementSeller.

Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee LenderAssignee") without all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the Burrowerscase of an assignment to another Lender or an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000; (iii) after giving effect to any such assignment by the Agent, the Agent in its capacity as a Lender shall retain a Commitment, or if the Commitments have been terminated, hold Notes having an aggregate outstanding principal balance, greater than or equal to the Commitment of each other Lender (other than any Lender whose Commitment has increased as a result of a merger or combination with another Lender); and (iv) each such assignment shall be effected by means of an Assignment and Acceptance Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the consummation of any purchase price agreed between such assignmenttransferor Lender and such Assignee, the such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment as set forth in such Assignment and under Acceptance Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Agent an administrative fee for processing such assignment in the form amount of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note $3,000. Anything in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it this Section to the Borrowers. Accrued contrary notwithstanding, no Lender may assign or participate any interest on that part of the predecessor Note evidenced in any Loan held by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid it hereunder to the assignor Lender. Accrued interest shall be paid at Borrower, the same time Parent or times provided in the predecessor Note and in this Agreementany of their respective affiliates or Subsidiaries.

Assignments. Any Each Lender may, with the prior written consent of the Borrower, the Issuing Lenders (subject to the limitations set forth below) and the Agents (provided that no consent of the Borrower shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed (it being understood that the Borrower may refuse to consent to an assignment to a potential competitor of the Borrower), assign any all or a portion of its Term Loans rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Exhibit 11.3 to one or more Persons Eligible Assignees; provided that (an "Assignee i) any such assignment shall be in a minimum aggregate amount of $5,000,000 of the Commitments and in integral multiples of $1,000,000 above such amount (or the remaining amount of Commitments held by such Lender") without and (ii) each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender's rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a duly executed assignment agreement together with a transfer fee of $3,500 payable to the Administrative Agent for its own account. The consent of an Issuing Lender hereunder shall only be required in connection with an assignment of all or a portion of the BurrowersRevolving Committed Amount, and each Issuing Lender hereby agrees it will consent to any assignee that is a commercial bank that (A) is rated B/C or better by Thomxxxx Xxxkwatch and (B) has assets in excess of $1,000,000,000. Upon the consummation effectiveness of any such assignment, the Assignee Lender assignee shall be deemed automatically to have become a party hereto "Lender" for all purposes of this Credit Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor LenderCredit Documents and, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with of such assignment, the underlying assignment agreement, assigning Lender shall be released from relieved of its obligations hereunder to the extent of the Loans and under Commitment components being assigned. Along such lines the other Loan Documents. Within five Business Days after its receipt of Borrower agrees that upon notice of an assignmentany such assignment and surrender of the appropriate Note or Notes, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery it will promptly provide to the relevant Assignee assigning Lender a new term note and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the relevant Exhibit hereto original Note or Notes (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a but with notation thereon that it is given in substitution for and replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Noteoriginal Note or Notes or any replacement notes thereof). The assignor Lender shall xxxx the predecessor Note "exchanged" By executing and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided delivering an assignment agreement in the agreement between accordance with this Section 11.3(b), the assigning Lender thereunder and the Assignee assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender which effects warrants that it is the assignment (the "Lender Assignment Agreement"). Accrued interest on that part legal and beneficial owner of the predecessor Note evidenced interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agents, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Agents to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Agents by the replacement Note shall terms or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be paid to the assignor performed by it as a Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any Lender may assign may, with the prior written consents of the Agent and (so long as no Event of Default exists) the Company (which consents shall not be unreasonably delayed or withheld and, in any event, shall not be required for an assignment by a Lender to one of its Term Loans Affiliates or to any other Lender), at any time assign and delegate to one or more commercial banks or other Persons (any Person to whom such an "Assignee assignment and delegation is to be made being herein called an “Assignee”) all or any fraction of such Lender"’s Loans and Commitments (which assignment and delegation shall be of a constant, and not a varying, percentage of all the assigning Lender’s Loans and Commitments) without in a minimum aggregate amount equal to the consent lesser of (i) the amount of the Burrowers. Upon assigning Lender’s Pro Rata Share of the consummation Revolving Commitment Amount and the Acquisition Commitment Amount and (ii) $25,000,000; provided that (a) no assignment and delegation may be made to any Person if, at the time of such assignment and delegation, the Company would be obligated to pay any greater amount under Section 7.6 to the Assignee than the Company is then obligated to pay to the assigning Lender under such Section (and if any assignment is made in violation of the foregoing, the Company will not be required to pay the incremental amounts), (b) no assignment and delegation may be made to any Person that does not assign and delegate to such Person an equal Pro Rata Share of the Revolving Commitment Amount and the Acquisition Commitment Amount and all Revolving Loans and Acquisition Loans, (c) if, after giving effect to any assignment by the Agent, the Agent’s Pro Rata Share would be less than the Pro Rata Share of any other Lender, the Agent shall give each such Lender 60 days’ prior written notice of such assignment, (d) no assignment and delegation may be made to any Defaulting Lender or any of its Subsidiaries or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof and (e) the Assignee Lender Company and the Agent shall be deemed automatically entitled to have become a party hereto continue to deal solely and to the extent that rights and obligations hereunder have been assigned and delegated to directly with such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been interests so assigned and delegated by it in connection with to an Assignee until the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form date when all of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note following conditions shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.have been met:

Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign any of its Term Loans to one or more Persons Eligible Assignee (each an "Assignee LenderAssignee") without all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender, to an affiliate of the Burrowers. Upon assigning Lender or to an affiliate of another Lender; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the consummation assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate stated principal amount, of at least $10,000,000; (iii) so long as no Default or Event of Default exists, after giving effect to any such assignment by the Lender then acting as Agent, such Lender shall retain a Commitment (or if the Commitments have been terminated, hold Notes having an aggregate outstanding principal balance) greater than or equal to the Commitment of (or the principal balance of Notes held by) each other Lender (other than any Lender whose Commitment (or principal balance of its Note) has increased as a result of a merger or combination with another Lender); (iv) each such assignment shall be effected by means of an Assignment and Assumption Agreement and (v) such Lender must give the Agent at least 10 days prior written notice of any such assignment. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, the such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so that new Notes are issued to the Assignee and such transferor Lender, as appropriate. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Agent an administrative fee for processing such assignment in the form amount of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note $3,500. Anything in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it this Section to the Borrowers. Accrued contrary notwithstanding, no Lender may assign or participate any interest on that part of the predecessor Note evidenced in any Loan held by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid it hereunder to the assignor Lender. Accrued interest shall be paid at the same time Borrower, or times provided in the predecessor Note and in this Agreementany of its respective affiliates or Subsidiaries.

Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender"; (ii) without any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the consent assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000; (iii) after giving effect to any such assignment by the BurrowersAgent, the Agent in its capacity as a Lender shall retain a Commitment, or if the Commitments have been terminated, hold Notes having an aggregate outstanding principal balance, greater than or equal to the Commitment of each other Lender (other than any Lender whose Commitment has increased as a result of a merger or combination with another Lender); and (iv) each such assignment shall be effected by means of an Assignment and Acceptance Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the consummation of any purchase price agreed between such assignmenttransferor Lender and such Assignee, the such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment as set forth in such Assignment and under Acceptance Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Agent an administrative fee for processing such assignment in the form amount of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note $3,000. Anything in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it this Section to the Borrowers. Accrued contrary notwithstanding, no Lender may assign or participate any interest on that part of the predecessor Note evidenced in any Loan held by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid it hereunder to the assignor Lender. Accrued interest shall be paid at Borrower, the same time Parent or times provided in the predecessor Note and in this Agreementany of their respective affiliates or Subsidiaries.

Assignments. (a) Any Lender may at any time assign any of its Term Loans to one or more Persons (any such Person, an "Assignee “Assignee”) all or any portion of such Lender") without ’s Loans and Commitments, with the prior written consent of Second Lien Agent and, so long as no Event of Default has occurred and is continuing, the BurrowersBorrower, such consent not to be unreasonably withheld or delayed by Borrower; provided, that no such consent shall be required for an assignment by a Lender to a Lender or an Affiliate or Related Fund of a Lender. Upon the consummation of Except as Second Lien Agent may otherwise agree, any such assignmentassignment (other than any assignment by a Lender to a Lender or an Affiliate or Related Fund of a Lender) shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the Assignee Lender Commitment or the principal amount of the Loan being assigned or other amounts acceptable to Second Lien Agent and Borrower, it being agreed that concurrent assignments to entities that are Related Funds after giving effect thereto will be treated as one assignment for purposes of such minimum assignment amounts. Borrower and Second Lien Agent shall be deemed automatically entitled to have become a party hereto continue to deal solely and to the extent that rights and obligations hereunder have been assigned and delegated to directly with such Assignee Lender in connection with the underlying assignment agreement, interests so assigned to an Assignee until Second Lien Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the rights applicable parties thereto and obligations a processing fee of $3,500 to be paid (and not reimbursed by the Loan Parties) by the Lender to whom such interest is assigned; provided, that no such fee shall be payable in connection with any assignment by a Lender to a Lender or an Affiliate or Related Fund of a Lender hereunder and under the other Loan Documents. The assignor Lender, to the extent further provided that rights and obligations hereunder have been assigned and delegated by it only one such fee shall be payable in connection with concurrent assignments to two or more entities that are Related Funds after giving effect thereto. No assignment may be made to any Person if at the underlying time of such assignment agreement, shall Borrower would be released from its obligations hereunder and obligated to pay any greater amount under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery Section 3 to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it than Borrower is then obligated to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between pay to the assigning Lender under such Sections (and if any assignment is made in violation of the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"foregoing, Borrower will not be required to pay such greater amounts). Accrued interest on that part of the predecessor Note evidenced by the replacement Note Any attempted assignment not made in accordance with this Section 10.8.1 shall be paid to treated as the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementsale of a participation under Section 10.8.2.

Assignments. Any Lender may with the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee Lender"“Assignee”) without all or a portion of its rights and obligations under this Agreement and the consent Notes; provided, however, any partial assignment shall be in an amount at least equal to One Million and No/100ths Dollars ($1,000,000.00) and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds a Note having an outstanding principal balance, of the Burrowersat least One Million and No/100ths Dollars ($1,000,000.00), and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the consummation of any purchase price agreed between such assignmenttransferor Lender and such Assignee, the such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Administrative Agent an administrative fee for processing such assignment in the form amount of the relevant Exhibit hereto Five Thousand and No/l00ths Dollars (A, B or C, depending on the type of Term Loans being assigned$5,000.00)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note . Anything in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it this Section to the Borrowers. Accrued contrary notwithstanding, no Lender may assign or participate any interest on that part of the predecessor Note evidenced in any Loan held by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid it hereunder to the assignor Lender. Accrued interest shall be paid at the same time Borrower, or times provided in the predecessor Note and in this Agreementany of its respective Affiliates or subsidiaries.

Assignments. Any In addition to the assignments permitted by Section ----------- 10.3(a), each Lender may may, with the prior written consent of the Borrower and the Administrative Agent (provided that no consent of the Borrower shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign any all or a portion of its Term Loans rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Exhibit 10.3 to one or ------------ more Persons Eligible Assignees; provided that (an "Assignee Lender") without the consent any such assignment shall be in a -------- minimum aggregate amount of $15,000,000 of the BurrowersCommitments and in integral multiples of $1,000,000 above such amount (or the remaining amount of Commitments held by such Lender) and (i) each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender's rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a duly executed assignment agreement together with a transfer fee of $3,500 payable to the Administrative Agent for its own account; provided that any assignment required to be made by a Lender pursuant to Section 3.16 shall not require a transfer fee. Upon the consummation effectiveness of any such assignment, the Assignee Lender assignee shall be deemed automatically to have become a party hereto "Lender" for all purposes of this Credit Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor LenderCredit Documents and, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with of such assignment, the underlying assignment agreement, assigning Lender shall be released from relieved of its obligations hereunder to the extent of the Loans and under Commitment components being assigned. Along such lines the other Loan Documents. Within five Business Days after its receipt of Borrower agrees that upon notice of an assignmentany such assignment and surrender of the appropriate Note or Notes, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery it will promptly provide to the relevant Assignee assigning Lender a new term note and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the relevant Exhibit hereto original Note or Notes (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a but with notation thereon that it is given in substitution for and replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Noteoriginal Note or Notes or any replacement notes thereof). The assignor Lender shall xxxx the predecessor Note "exchanged" By executing and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided delivering an assignment agreement in the agreement between accordance with this Section 10.3(b), the assigning Lender thereunder and the Assignee assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender which effects warrants that it is the assignment (the "Lender Assignment Agreement"). Accrued interest on that part legal and beneficial owner of the predecessor Note evidenced interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the replacement Note Borrower of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agents, such assigning Lender or any other Lender, and based on such documents and information as it shall be paid deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Agents to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the assignor Agents by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. (a) Any Lender may (an "Assignor Lender") may, with the written consent of the Borrower at all times other than during the existence of an Unmatured Event of Default or an Event of Default and the Agent, which consents shall not be unreasonably withheld, at any time assign any of its Term Loans and delegate to one or more Persons Eligible Assignees (provided that no written consent of the Borrower or the Agent shall be required in connection with any assignment and delegation by an Assignor Lender to an Eligible Assignee that is a Related Party of such Lender) (each an "Assignee Lender") without the consent all, or any ratable part of all, of the Burrowers. Upon the consummation of any such assignmentCredit Extensions, the Assignee Lender shall be deemed automatically to have become a party hereto Commitments and to the extent that other rights and obligations hereunder have been assigned of such Assignor Lender hereunder. Any such assignment shall (a) unless made to another Lender, be in a minimum amount of $5,000,000 or, if less, the Assignor Lender's total Commitments, (b) shall be of a constant, and delegated not a varying, percentage of all of the Assignor Lender's Loans, other Credit Extensions and Commitments; provided, however, that (i) the Borrower and the Agent may continue to deal solely and directly with such Assignee Assignor Lender in connection with the underlying assignment agreementinterest so assigned to an Assignee Lender until (A) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee Lender, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lender, been given to the extent that rights Borrower and obligations hereunder have been assigned and delegated the Agent by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Assignor Lender and the Assignee Lender; (B) such Assignor Lender which effects and Assignor Lender shall have delivered to the Borrower and the Agent an Assignment and Acceptance together with any Note or Notes subject to such assignment and (C) the "Assignor Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be or Assignee Lender has paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided Agent a processing fee in the predecessor Note and in this Agreement.amount of $2,500;

Assignments. Any Lender may at any time assign any of its Term Loans to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Reimbursement and Pledge Agreement (including all or a portion of its Commitments); provided, that (a) except in the cases of an "Assignee Lender") without the consent assignment of the Burrowers. Upon entire remaining amount of the consummation assigning Lender’s Commitments or, of an assignment to a Lender or a Lender Affiliate, the aggregate amount of the Commitments being assigned shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower, otherwise consent (each such consent not to be unreasonably withheld or delayed); (b) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Reimbursement and Pledge Agreement with respect to the Commitment assigned, it being understood that non-pro rata assignments of or among the Commitments and the Reimbursement Obligations and non-pro rate assignments of or among the Commitments and the Reimbursement Obligations are not permitted; (c) any assignment of a Commitment must be approved by the Administrative Agent, the Fronting Bank and so long as no Default or Event of Default has occurred and is continuing, the Borrower, (such approval of the Borrower not to be unreasonably withheld), unless the Person that is the proposed assignee is itself a Lender with a Commitment or an Affiliate of a Lender with a Commitment; (d) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $2,500 (provided, that such processing and recordation fee may be waived by the Administrative Agent, in its sole discretion) and the Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire; and (e) if applicable, the LC Administrator shall have delivered to the respective beneficiaries of outstanding Several Letters of Credit amendments (or, in the case of any Several Letter of Credit issued individually by the Lenders, a replacement Several Letter of Credit in exchange for and the return or cancellation of the original Several Letter of Credit) which reflect any changes in the Lenders and/or the Commitment Percentages resulting from such assignment. Subject to acceptance and recording thereof by the Administrative Agent pursuant to §13.3, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee Lender thereunder shall be deemed automatically to have become a party hereto to this Reimbursement and Pledge Agreement and, to the extent that rights of the interest assigned by such Assignment and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreementAssumption, shall have the rights and obligations of a Lender hereunder under this Reimbursement and under Pledge Agreement, and the other Loan Documents. The assignor Lenderassigning Lender thereunder shall, to the extent that rights of the interest assigned by such Assignment and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreementAssumption, shall be released from its obligations hereunder under this Reimbursement and under Pledge Agreement (and, in the other Loan Documents. Within five Business Days after its receipt of notice case of an assignmentAssignment and Assumption covering all of the assigning Lender’s rights and obligations under this Reimbursement and Pledge Agreement, the Borrowers such Lender shall execute and deliver cease to Tennessee Farmers (for delivery be a party hereto) but shall continue to be entitled to the relevant Assignee benefits of §§14.3 and 14.4 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B rights or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note obligations under this Reimbursement and Pledge Agreement that does not comply with this paragraph shall be dated the date treated for purposes of the predecessor Note. The assignor this Reimbursement and Pledge Agreement as a sale by such Lender shall xxxx the predecessor Note "exchanged" of a participation in such rights and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided obligations in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementaccordance with §13.4.

Assignments. (a) Any Lender may at any time assign any of its Term Loans to one or more Persons (any such Person, an "Assignee “Assignee”) all or any portion of such Lender") without ’s Loans and Commitments, with the prior written consent of the BurrowersAdministrative Agent, the Issuing Lender (for an assignment of the Revolving Loans and the Revolving Commitments) and, so long as no Event of Default exists, the Borrowers (which consents shall not be unreasonably withheld or delayed and shall not be required for an assignment by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund). Upon Except as the consummation of Administrative Agent may otherwise agree, any such assignmentassignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the Assignee Lender remaining Commitment and Loans held by the assigning Lender. The Borrowers and the Administrative Agent shall be deemed automatically entitled to have become a party hereto continue to deal solely and to the extent that rights and obligations hereunder have been assigned and delegated to directly with such Assignee Lender in connection with the underlying assignment agreement, interests so assigned to an Assignee until the Administrative Agent shall have received and accepted an effective assignment agreement in substantially the rights form of Exhibit C hereto (an “Assignment Agreement”) executed, delivered and obligations fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such assignment the Borrowers would be obligated to pay any greater amount under Sections 7.6 or 8 to the Assignee than the Borrowers are then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Borrowers will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 shall be treated as the sale of a Lender hereunder and participation under the other Loan DocumentsSection 15.6.2. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, Borrowers shall be released from its obligations deemed to have granted their consent to any assignment requiring their consent hereunder and under unless the other Loan Documents. Within Borrowers have expressly objected to such assignment within five (5) Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementthereof.

Assignments. Any Lender may On the terms and subject to the conditions set forth in this Agreement and the other Transaction Agreements, at Closing, Seller shall transfer, assign any and convey to Purchaser all of its Term Loans rights and obligations under the Purchased Assets and Purchaser shall accept the assignment of all of Seller’s rights and obligations thereunder, in each case to one or more Persons (an "Assignee Lender") without the consent extent such obligations arise out of and relate to any period after the BurrowersClosing Date. Upon Notwithstanding the consummation of any foregoing, Seller shall assign such assignment, the Assignee Lender shall be deemed automatically to have become a party hereto rights and obligations only to the extent that such rights and obligations are assignable under such Assumed Contracts and Governmental Authorizations and applicable Law, and no action hereunder shall constitute an assignment thereof except to such extent or if such assignment would otherwise constitute a breach or other contravention of the rights of a third party, would be ineffective with respect to any party to such Assumed Contract or Governmental Authorization or would in any way adversely affect the rights of Purchaser under such Assumed Contract or Governmental Authorization. To the extent the consent of any Person is required pursuant to the terms of such Assumed Contract or Governmental Authorization or applicable Law, no assignment or attempted assignment will be deemed to have been assigned effected by the provisions of this Agreement until such consent is obtained. Seller and delegated Purchaser shall cooperate with each other to effect any reasonable arrangement designed to provide Purchaser the benefit of, and permit it to assume the Liabilities and obligations under any Assumed Contract or Governmental Authorization for which the consent to such Assignee Lender transfer is required and not obtained prior to Closing. To the extent any Assumed Contract or Governmental Authorization may not be assigned to Purchaser by reason of the absence of any required consent, Purchaser shall not assume any Liabilities arising under such Assumed Contract or Governmental Authorization. Subject to the provisions of this Agreement and the other Transaction Agreements, to the extent, and only to the extent, the assignment of an Assumed Contract or Governmental Authorization is effective as set forth above, Purchaser shall be responsible for the Liabilities, if any, thereunder arising out of and relating to any period after the Closing. To the extent that applicable Law permits such an assignment and the consent of any Person is required, Seller shall (at its own expense) deliver to, and obtain from, the applicable Person the required consent in accordance with the terms and conditions of the applicable Assumed Contract or Governmental Authorization, and shall use commercially reasonable efforts to obtain any required consents, upon terms substantially similar to those enjoyed by Seller under such Assumed Contract or Governmental Authorization on or prior to the Closing Date. To the extent that applicable Law does not permit Seller to assign any Assumed Contract or Governmental Authorization that would otherwise constitute a Purchased Asset, Seller shall hold such Assumed Contract or Governmental Authorization as trustee for Purchaser and shall (i) provide to Purchaser, at the request of Purchaser, the benefits of any such Assumed Contract or Governmental Authorization, and (ii) enforce and perform, at the request and reasonable expense of Purchaser, for the account of Purchaser, any rights or obligations of Seller arising from any such Assumed Contract or Governmental Authorization against or in respect of any third party, including the right to elect to terminate any Assumed Contract or Governmental Authorization in accordance with the terms thereof upon the advice of Purchaser, or otherwise enter into with Purchaser such other arrangements sufficient to provide equivalent benefits and burdens to Purchaser; provided that Purchaser shall reimburse Seller for reasonable out-of-pocket expenses incurred by Seller in connection with the underlying assignment agreemententering into any such other arrangement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated as offset by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form any expenses not incurred by reason of the relevant Exhibit hereto (A, B termination of such Assumed Contract or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this AgreementGovernmental Authorization.

Assignments. Any The Lender may assign any may, in the ordinary course of its Term Loans business and in accordance with applicable law, at any time assign to one or more Persons banks or other entities (an "Assignee LenderPurchasers") without all or any part of its rights and obligations under the Loan Documents. The Borrowers hereby agree to execute any amendment and/or any other document that may be necessary to effectuate such an assignment. Such assignment shall be evidenced by the Lender's standard form of assignment agreement. The consent of the Borrower shall be required prior to an assignment becoming effective with respect to a Purchaser that is not a Lender or an affiliate thereof; provided, however, that if a Default has occurred and is continuing, the consent of the BurrowersBorrower shall not be required. Such consent shall not be unreasonably withheld or delayed. Upon delivering to the Borrowers a notice of assignment, together with any required consent, such assignment shall become effective on the effective date specified in such notice of assignment. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and the other Loan Documents and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and no further consent or action by the Borrowers shall be required to release the Lender with respect to the percentage of the Revolving Commitment or Term A Loan Commitment and Loans assigned to such Purchaser. Upon the consummation of any such assignmentassignment to a Purchaser, the Assignee Lender shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, andshall, if the assignor Lender has retained Term Loans hereunderor the Purchaser desires, a make appropriate arrangements so that new promissory notes or, as appropriate, replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it promissory notes, are issued to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid Purchaser, in each case in principal amounts reflecting their respective Revolving Commitment or Term A Loan Commitments, as adjusted pursuant to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementsuch assignment.

Assignments. Any Each New Credit Agreement Lender may may, with the prior written consent of the Borrower and the Agent (provided that no consent of the Borrower shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign any all or a portion of its Term Loans rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Exhibit 11.3 to one or more Persons Eligible Assignees; provided that (an "Assignee Lender"i) without the consent any such assignment shall be in a minimum aggregate amount of $5,000,000 of the BurrowersLoans of such New Credit Agreement Lender or Commitments of such New Credit Agreement Lender and in integral multiples of $1,000,000 above such amount (or the remaining amount of Loans or Commitments held by such New Credit Agreement Lender), (ii) each such assignment shall be of a constant, not varying, percentage of all of the assigning New Credit Agreement Lender's rights and obligations under the Loans or Commitment being assigned and (iii) unless otherwise agreed to by the Borrower and the Agent, such New Credit Agreement Lender proposing to assign all or a portion of its Revolving Committed Amount shall be required to assign to such Eligible Assignee or Assignees (to the extent held by such New Credit Agreement Lender) an identical percentage of the Tranche A Term Loan Committed Amount of such New Credit Agreement Lender. Any assignment hereunder shall be effective upon (i) satisfaction of the conditions set forth above, (ii) delivery to the Agent of a duly executed assignment agreement together with a transfer fee of $3,500 payable to the Agent for its own account and (iii) the recordation of an appropriate entry with respect to such assignment in the Register pursuant to this Section 11.3. Upon the consummation effectiveness of any such assignment, the Assignee Lender assignee shall be deemed automatically to have become a party hereto "New Credit Agreement Lender" for all purposes of this Credit Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor LenderCredit Documents and, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with of such assignment, the underlying assignment agreement, assigning New Credit Agreement Lender shall be released from relieved of its obligations hereunder to the extent of the Loans and under Commitment components being assigned. Along such lines the other Loan Documents. Within five Business Days after its receipt of Borrower agrees that upon notice of an assignmentany such assignment and surrender of the appropriate Note or Notes, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery it will promptly provide to the relevant Assignee assigning New Credit Agreement Lender a new term note and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the relevant Exhibit original Note or Notes (but with notation thereon that it is given in substitution for and replacement of the original Note or Notes or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning New Credit Agreement Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (Ai) such assigning New Credit Agreement Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, B such assigning New Credit Agreement Lender makes no representation or Cwarranty and assumes no responsibility with respect to any statements, depending warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning New Credit Agreement Lender or any other New Credit Agreement Lender, and based on such documents and information as it shall deem appropriate at the type of Term Loans being assigned)time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) evidencing such Assignee Lender's assigned Term Loans, and, if assignee appoints and authorizes the assignor Lender has retained Term Loans hereunder, a replacement note in Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the principal amount retained Agent by the assignor Lender hereunder. Each terms hereof or thereof, together with such Note shall be dated powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced obligations which by the new Note shall be paid as provided in the agreement between the assigning Lender terms of this Credit Agreement and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced other Credit Documents are required to be performed by the replacement Note shall be paid to the assignor it as a New Credit Agreement Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any (a) Subject to and in accordance with Section 10.1 of the Participation Agreement, any Lender may assign any may, in the ordinary course of its Term Loans business and in accordance with applicable law, at any time and from time to one time assign to any Lender or more Persons any affiliate of any Lender or, with the consent, subject to Section 9.1 of the Participation Agreement, of the Borrower and the Agent (which in each case shall not be unreasonably withheld or delayed and which consent of the Borrower shall not be required during the continuation of any Event of Default), to an additional bank, financial institution or other entity that is either organized under the laws of the United States or any state thereof or is a foreign bank that operates a branch office in the United States, (each, a "Assignee Purchasing Lender") without all or any part of its rights and obligations under this Agreement and the consent other Operative Agreements pursuant to an Assignment and Acceptance, substantially in the form of Exhibit B, executed by such Purchasing Lender, such assigning Lender (and, in the case of a Purchasing Lender that is not a Lender or an affiliate thereof, subject to Section 9.1 of the BurrowersParticipation Agreement, by the Borrower and the Agent) and delivered to the Agent for its acceptance and recording in the Register; provided, that no such assignment to a Purchasing Lender (other than any Lender or any affiliate thereof) shall be in an aggregate principal amount less than $5,000,000 (other than in the case of an assignment of all of a Lender's interests under this Agreement and the Notes). Upon such execution, delivery, acceptance and recording, from and after the consummation of any effective date determined pursuant to such assignmentAssignment and Acceptance, (x) the Assignee Purchasing Lender thereunder shall be deemed automatically to have become a party hereto and and, to the extent that rights provided in such Assignment and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreementAcceptance, shall have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and under (y) the other Loan Documents. The assignor Lenderassigning Lender thereunder shall, to the extent that rights provided in such Assignment and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreementAcceptance, shall be released from its obligations hereunder and under this Agreement (and, in the other Loan Documents. Within five Business Days after its receipt of notice case of an assignmentAssignment and Acceptance covering all 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). Notwithstanding anything to the contrary in this Agreement, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form consent of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term LoansBorrower shall not be required, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained unless requested by the assignor relevant Purchasing Lender hereunder. Each such Note and/or assigning Lender, new Notes shall not be dated required to be executed and delivered by the date Borrower, for any assignment which occurs at any time when any of the predecessor Note. The assignor Lender events described in Section 6(g) shall xxxx the predecessor Note "exchanged" have occurred and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementcontinuing.

Assignments. Any Lender may may, at any time, assign to any Person (an “Assignee”) all or any part of its Term Loans rights and obligations under this Agreement and the other Loan Documents, provided however, that unless such assignment is being effectuated in connection with a sale or merger or other change of ownership involving Lender, Lender shall inform Borrower not less than ten (10) Business Days prior to one such assignment of its intention, and provided no Event of Default shall then exist, Borrower shall have five (5) Business Days to consent to any such Assignee, which such consent shall not be unreasonably withheld (and Xxxxxxxx’s failure to respond within such five (5) Business Day period shall result in Borrower’s deemed approval of such Loan Participant). If Lender only assigns part of its rights and obligations under this Agreement, Lender, to the extent permitted under Applicable Laws, shall remain the agent to Borrower while Lender retains any part of its rights and obligations under the Loan Documents. In no event shall Borrower be obligated to pay for, incur any charges in connection with, or more Persons (an "reimburse Lender or any Assignee Lender") without for, any costs incurred in connection with any such assignment or assume any obligations or liabilities not otherwise set forth in this Agreement and the consent of other Loan Documents. In the Burrowers. Upon the consummation event of any such assignment by Xxxxxx of an interest to an Assignee, from and after the effective date of such assignment, (i) the Assignee Lender thereunder shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder hereunder, and under the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, (ii) Lender shall be released from its obligations hereunder and under this Agreement (and, in the other Loan Documents. Within five Business Days after its receipt of notice case of an assignment covering all or the remaining portion of Lender’s rights and obligations under this Agreement, Lender shall cease to be a party hereto). Upon the effective date of such assignment, the Borrowers and if required by any Assignee, Xxxxxxxx shall execute and deliver to Tennessee Farmers (for delivery the Assignee, a new Note to the relevant Assignee Lender a new term note substantially in the form order of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing Assignee in an amount equal to such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunderAssignee’s Loan Commitment. Each such Such new Note shall be dated as of the date of the predecessor Closing Date but all amounts due and payable thereunder shall only accrue from and be payable after the effective date of the assignment and shall otherwise be in the same form as the Note replaced thereby. In no event shall there be duplication of payments due to any assigning Lender or the Assignee under any Note. The assignor Lender Note replaced thereby shall xxxx the predecessor Note "exchanged" be marked “cancelled” and deliver returned to Borrower with a legend indicating that it has been replaced. In addition to the Borrowers. Accrued interest on that part assignments permitted under this Section 10.3, Lender may assign and pledge all or any portion of the predecessor Note evidenced Loan to any Federal Reserve Lender as collateral security pursuant to Regulation A of the Board of Governors and any Operating Circular issued by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Federal Reserve Lender. Accrued interest No such assignment shall be paid at the same time or times provided in the predecessor Note and in this Agreementrelease Lender from its obligations hereunder.

Assignments. (a) Any Lender may at any time assign any of its Term Loans to one or more Persons (any such Person, an "Assignee “Assignee”) all or any portion of such Lender") without ’s Loans and Commitments, with the prior written consent of Administrative Agent, the BurrowersL/C Issuers (for an assignment of the Revolving Loans and the Revolving Commitment) and, so long as no Event of Default exists, Borrowers (which consents shall not be unreasonably withheld or delayed and shall not be required for (i) an assignment by a Lender to a Lender or an Affiliate of a Lender), (ii) any assignment to secure obligations of a Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or to any trustee for the holders of its debt or equity interests or (iii) any assignment that is required by the United States government (whether federal, state, county or otherwise). Upon the consummation of Except as Administrative Agent may otherwise agree, any such assignmentassignment shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the Assignee Lender remaining Commitment and Loans held by the assigning Lender. Borrowers and Administrative Agent shall be deemed automatically entitled to have become a party hereto continue to deal solely and to the extent that rights and obligations hereunder have been assigned and delegated to directly with such Assignee Lender in connection with the underlying assignment agreement, interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the rights form of Exhibit E hereto (an “Assignment Agreement”) executed, delivered and obligations fully completed by the applicable parties thereto and a processing fee of $3,500. No assignment may be made to any Person if at the time of such assignment Borrowers would be obligated to pay any greater amount under Sections 4.2.1 or 4.4 to the Assignee than Borrowers is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrowers will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 19.1.1 shall be treated as the sale of a Lender hereunder and participation under the other Loan DocumentsSection 19.1.2. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, Borrowers shall be released from deemed to have granted their consent to any assignment Table of Contents requiring its obligations consent hereunder and under the other Loan Documents. Within unless Borrowers have expressly objected to such assignment within five (5) Business Days after its receipt of they have received notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing requesting such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementconsent.

Assignments. Any Each Lender may assign any all or a portion of its Term Loans ----------- rights and obligations hereunder, pursuant to one an assignment agreement substantially in the form of Schedule 9.3(b), to (i) any Lender or more Persons any --------------- Affiliate or Subsidiary of a Lender, or (an ii) any other commercial bank, financial institution or "Assignee Lender") without the consent accredited investor" (as defined in Regulation D of the BurrowersSecurities and Exchange Commission) reasonably acceptable to the Administrative Agent; provided that (i) any such assignment (other than any -------- assignment to an existing Lender) shall be in a minimum aggregate amount of $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) of the Commitments and in integral multiples of $1,000,000 above such amount and (ii) each such assignment shall be of a constant, not varying, percentage of all such Lender's rights and obligations under this Credit Agreement. Upon Any assignment hereunder shall be effective upon delivery to the consummation Administrative Agent of written notice of the assignment together with a transfer fee of $3,500 payable to the Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment agreement and (ii) the date of recording of such assignment in the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower of any such assignment. Upon the effectiveness of any such Assignment (and after notice to, the Assignee Lender shall be deemed automatically to have become a party hereto and (to the extent that rights and obligations hereunder have been assigned and delegated required pursuant to such Assignee Lender in connection the terms hereof), with the underlying assignment agreementconsent of, the Borrower and the Administrative Agent as provided herein), the assignee shall have the rights become a "Lender" for all purposes of this Credit Agreement and obligations of a Lender hereunder and under the other Loan Documents. The assignor LenderCredit Documents and, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with of such assignment, the underlying assignment agreement, assigning Lender shall be released from relieved of its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender a new term note and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the relevant Exhibit hereto original Note (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a but with notation thereon that it is given in substitution for and replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Noteoriginal Note or any replacement notes thereof). The assignor Lender shall xxxx the predecessor Note "exchanged" By executing and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided delivering an assignment agreement in the agreement between accordance with this Section 9.3(b), the assigning Lender thereunder and the Assignee assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender which effects warrants that it is the assignment (the "Lender Assignment Agreement"). Accrued interest on that part legal and beneficial owner of the predecessor Note evidenced interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the replacement Note shall terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be paid to the assignor performed by it as a Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender"; (ii) without any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the consent assigning Lender retains a Commitment, or if the Commitment has been terminated holds a Note having an outstanding principal balance, of at least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Unless Borrower gives written notice to Lender that it objects to the proposed assignment (together with a written explanation of the Burrowers. Upon reasons behind such objection) within ten (10) days following receipt of Lender’s written request for approval of the consummation of any such proposed assignment, the Assignee Lender Borrower shall be deemed automatically to have become a party hereto approved such assignment Upon execution and delivery of an Assignment and Assumption Agreement and payment by such Assignee to such transferor Lender of an amount equal to the extent that rights purchase price agreed between such transferor Lender and obligations hereunder have been assigned and delegated to such Assignee, such Assignee shall be deemed to be a Lender in connection with the underlying assignment agreement, party to this Agreement and shall have all the rights and obligations of a Lender hereunder with a Commitment as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Administrative Agent an administrative fee for processing such assignment in the form amount of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note $4,500. Anything in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it this Section to the Borrowers. Accrued contrary notwithstanding, no Lender may assign or participate any interest on that part of the predecessor Note evidenced in any Loan held by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid it hereunder to the assignor Lender. Accrued interest shall be paid at the same time Borrower, or times provided in the predecessor Note and in this Agreementany of its respective Affiliates or subsidiaries.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and Borrower (which consent, in each case, shall not be unreasonably withheld; it being understood and agreed that it would be reasonable for Borrower to withhold its consent if as a result of such assignment Borrower reasonably believes that it is likely it will be required to makes additional payments with respect to Indemnified Taxes as provided in Section 3.8 above) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender") without ; provided, however, that, notwithstanding anything in this Agreement to the consent contrary, so long as a Default does not then exist, Borrower shall have the right to disapprove any voluntary assignment of the Burrowers. Upon the consummation of Loan by Administrative Agent or a Lender, unless Administrative Agent or such Lender (as applicable) (A) acknowledges in writing that such assignment shall not constitute an “Additional Termination Event” under any Swap Agreement provided by such Person, if any, and (B) waives any right it may have to terminate such Swap Agreement due to such assignment, if any; (ii) any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the Assignee assigning Lender retains a Commitment, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Unless Borrower gives written notice to Lender that it objects to the proposed assignment (together with a written explanation of the reasons behind such objection) within ten (10) days following receipt of Lender’s written request for approval of the proposed assignment, Borrower shall be deemed automatically to have become a party hereto approved such assignment Upon execution and delivery of an Assignment and Assumption Agreement and payment by such Assignee to such transferor Lender of an amount equal to the extent that rights purchase price agreed between such transferor Lender and obligations hereunder have been assigned and delegated to such Assignee, such Assignee shall be deemed to be a Lender in connection with the underlying assignment agreement, party to this Agreement and shall have all the rights and obligations of a Lender hereunder with a Commitment as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Administrative Agent an administrative fee for processing such assignment in the form amount of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)$4,500. Anything in this Section 13.13(c) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued contrary notwithstanding, no Lender may assign or participate any interest on that part in any Loan held by it hereunder to Borrower, or any of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time its respective Affiliates or times provided in the predecessor Note and in this Agreementsubsidiaries.

Assignments. Any It is understood and agreed that each Lender may shall have the right to assign at any time all or any portion of its Commitment and interests in the risk relating to any Revolving Credit Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the Term Loan to any Person, provided that: (i) each such assignment shall be in a minimum amount of $1,000,000 (or, if less, in a minimum amount equal to all of such Lender’s Commitment and interests in the risk relating to any Revolving Credit Loans and outstanding Letters of Credit and/or its Term Loan Percentage of the Term Loan); (ii) the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Parent, shall have consented to one or more Persons (an "Assignee Lender") without such assignment, which such consent of the Parent shall not be unreasonably withheld; provided that the consent of the Burrowers. Upon Administrative Agent and the consummation of any Parent shall not be required, and the minimum assignment amount shall not apply, if the assignment is to a Lender or a Lender Affiliate so long as such assignment, the Assignee Lender shall be deemed automatically to have become a party hereto and assignment would not result in increased costs to the extent that rights Borrowers hereunder; and obligations hereunder have been assigned (iii) the proposed assignee and delegated to such Assignee the assigning Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers the Administrative Agent and the Borrowers hereunder an Assignment and Acceptance in the form attached hereto as Exhibit G (for in each case, an “Assignment and Acceptance”). Upon the execution and delivery of such Assignment and Acceptance, (A) the Borrowers shall issue to the relevant Assignee Lender a new term note assignee applicable Notes in the amount of such assignee’s Commitment and/or portion of the Term Loan, dated the effective date of such Assignment and Acceptance and otherwise completed in substantially in the form of the relevant Exhibit hereto (A, B or C, depending Notes executed and delivered to the Lenders on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, Effective Date and, if applicable, the assignor Lender has retained Term Loans hereunder, shall return to the Borrowers its existing Notes marked “cancelled”; and (B) the assignee shall pay a replacement note in processing and recordation fee of $3,500 to the principal amount retained by the assignor Lender hereunderAdministrative Agent. Each Only one such Note assignment fee shall be dated the date payable for concurrent assignments to Lender Affiliates of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the an assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any In addition to the assignments permitted by Section 11.3(a), each Lender may may, with the prior written consent of the Borrowers and the Administrative Agent (provided that no consent of the Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign any all or a portion of its Term Loans rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Exhibit 11.3 to one or more Persons Eligible Assignees; provided that (an "Assignee Lender"i) without the consent any such assignment shall be in a minimum aggregate amount of $5,000,000 of the BurrowersLoans and Commitments and in integral multiples of $1,000,000 above such amount (or the remaining amount of Loans and Commitments held by such Lender) and (ii) each such assignment shall be of a constant, not varying, percentage of all of the assigning Lender’s rights and obligations under the Loans and Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a duly executed assignment agreement together with a transfer fee of $3,500 payable to the Administrative Agent for its own account. Upon the consummation effectiveness of any such assignment, the Assignee Lender assignee shall be deemed automatically to have become a party hereto “Lender” for all purposes of this Credit Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor LenderCredit Documents and, to the extent that rights and of such assignment, the assigning Lender shall be relieved of its obligations hereunder have been to the extent of the Loans and Commitment components being assigned. The Borrowers agree that upon notice of any assignment to an assignee that was not theretofore a Lender, they will promptly provide to such assignee a new Note. Each Lender agrees that, in the event it assigns all of its Commitment hereunder, it shall promptly return the Note or Note(s) executed by the Borrowers in its favor. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and delegated by clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the underlying assignment agreementother Credit Documents or any other instrument or document furnished pursuant hereto or thereto, shall be released from or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Borrower or its Subsidiaries or the performance or observance by any Credit Party of any of its obligations hereunder and under this Credit Agreement, any of the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)iii) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and such assignee each represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the Assignee other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender which effects or any other Lender, and based on such documents and information as it shall deem appropriate at the assignment time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (vi) such assignee appoints and authorizes the "Lender Assignment Agreement"). Accrued interest Administrative Agent to take such action on that part of its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the predecessor Note evidenced Administrative Agent by the replacement Note shall terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be paid to the assignor performed by it as a Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any Each Lender may make assignments to the Federal Reserve Bank, provided that any related costs, fees, and expenses incurred by such Lender in connection with such assignment or the re-assignment back to it free of any interests of the Federal Reserve Bank, shall be for the sole account of Lender. Each Lender may also assign any of its Term Loans to one or more Persons assignees (each an "ASSIGNEE") all or any part of its Rights and obligations under the Credit Documents so long as (i) the assignor Lender and Assignee execute and deliver to Administrative Agent and Borrower for their consent and acceptance (that may not be unreasonably withheld in any instance and is not required by Borrower if an Event of Default exists) an assignment and assumption agreement in substantially the form of EXHIBIT E (an "Assignee LenderASSIGNMENT") without and pay to Administrative Agent a processing fee of $3,500 (which payment obligation is the consent sole liability, joint and several, of that Lender and Assignee), (ii) the assignment must be for a minimum total Commitment of $5,000,000, and, if the assigning Lender retains any Commitment, it must be a minimum total Commitment of $10,000,000, and (iii) the conditions for that assignment set forth in the applicable Assignment are satisfied. The Effective Date in each Assignment must (unless a shorter period is agreeable to Borrower and Administrative Agent) be at least five Business Days after it is executed and delivered by the assignor Lender and the Assignee to Administrative Agent and Borrower for acceptance. Once that Assignment is accepted by Administrative Agent and Borrower, and subject to all of the Burrowers. Upon following occurring, then, on and after the consummation of any such assignment, Effective Date stated in it (i) the Assignee Lender shall be deemed automatically to have become becomes a party hereto and to this agreement and, to the extent provided in that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with Assignment, has the underlying assignment agreement, shall have the rights Rights and obligations of a Lender hereunder and under the other Loan Credit Documents. The , (ii) in the case of an Assignment covering all of the remaining portion of the assignor Lender's Rights and obligations under the Credit Documents, the assignor Lender ceases to be a party to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreementCredit Documents, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers (iii) Borrower shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment appropriate Notes in accordance CREDIT AGREEMENT 44 50 with this agreement following the transfer, (the "Lender Assignment Agreement"). Accrued interest on that part iv) upon delivery of the predecessor Note evidenced by Notes under CLAUSE (III) preceding, the replacement Note assignor Lender shall return to Borrower all Notes previously delivered to that Lender under this agreement, and (v) SCHEDULE 2 is automatically deemed to be paid amended to reflect the name, address, telecopy number, and Commitment of the Assignee and the remaining Commitment (if any) of the assignor Lender, and Administrative Agent shall prepare and circulate to Borrower and Lenders an amended SCHEDULE 2 reflecting those changes. Accrued Notwithstanding the foregoing, no Assignee may be recognized as a party to the Credit Documents (and the assigning Lender shall continue to be treated for all purposes as the party to the Credit Documents) with respect to the Rights and obligations assigned to that Assignee until the actions described in CLAUSES (iii) and (iv) have occurred. The Obligation is registered on the books of Borrower as to both principal and any stated interest, and transfers of (as opposed to participations in) principal and interest shall of the Obligation may only be paid at the same time or times provided made in the predecessor Note and in accordance with this Agreementsection.

Assignments. Any Lender may at any time assign any of its Term Loans to one or more Persons Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loan of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Assignee Lender"Trade Date" is specified in the Assignment and Assumption, as of the Trade Date) without shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Default of Event of Default shall have occurred and be continuing, the Borrower otherwise consent (each such consent of the Burrowers. Upon Administrative Agent and the consummation Borrower not to be unreasonably withheld or delayed); (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loan or the Commitment assigned; (iii) any such assignmentassignment must be approved by the Administrative Agent, and, in the case of an assignment of a Revolving Commitment, the Letter of Credit Issuer, unless the Person that is the proposed assignee is itself a Lender or an Affiliate of a Lender; and (iv) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, and 76 the Eligible Assignee, if it is not already a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee Lender thereunder shall be deemed automatically to have become a party hereto and to this Agreement and, to the extent that rights of the interest assigned by such Assignment and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreementAssumption, shall have the rights and obligations of a Lender hereunder under this Agreement, and under the other Loan Documents. The assignor Lenderassigning Lender thereunder shall, to the extent that rights of the interest assigned by such Assignment and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreementAssumption, shall be released from its obligations hereunder and under this Agreement (and, in the other Loan Documents. Within five Business Days after its receipt of notice case of an assignmentAssignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, the Borrowers such Lender shall execute and deliver cease to Tennessee Farmers (for delivery be a party hereto) but shall continue to be entitled to the relevant Assignee benefits of sections 2.9, 2.10, and 3.5, 5.4 and 12.1 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B rights or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note obligations under this Agreement that does not comply with this paragraph shall be dated the date treated for purposes of the predecessor Note. The assignor this Agreement as a sale by such Lender shall xxxx the predecessor Note "exchanged" of a participation in such rights and deliver it to the Borrowers. Accrued interest on that part obligations in accordance with paragraph (d) of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this AgreementSection.

Assignments. Any (a) No Lender may assign any of its Term Loans to one rights or more Persons (an "Assignee Lender") obligations under any Loan Document without the prior written consent of the Borrower and the Agent, which consent may not be unreasonably withheld; provided, however, that the consent of the BurrowersBorrower shall -------- ------- not be required in connection with any such assignment made at any time when a Default or an Event of Default has occurred and is continuing. Upon Any assignment permitted hereunder shall be by written assignment agreement in form and substance reasonably satisfactory to Agent which assignment agreement shall be acknowledged by both Agent and Borrower. The aggregate principal amount of the consummation Notes and the portion of the Commitment Amounts so assigned in any assignment shall be not less than $5,000,000, and the assigning Lender shall retain at least $5,000,000 of such Notes and Commitment Amounts for its own account; provided, however, that the foregoing restriction shall not -------- ------- apply to a Lender assigning its entire Note and Commitment Amount to a single institution. Simultaneously with each assignment of Notes and Commitment Amounts, the assigning Lender shall be deemed to have assigned a proportional share of its obligations and rights under Section 2.3.1(b). If the Agent and (if applicable) the Borrower so consent, then, from and after the effective date of any such assignment, the Assignee Lender shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor assignee thereunder (an "Additional Lender") shall, to the extent that rights and obligations hereunder have been assigned to it pursuant to such assignment, have the rights and delegated obligations so assigned to it, and the assigning Lender shall, to the extent that rights and obligations have been assigned by it in connection with the underlying assignment agreementpursuant to such assignment, shall relinquish its rights and be released from its obligations hereunder and under the other Loan Documentsthis Agreement. Within five (5) Bank Business Days after its receipt any request of notice the Agent following such assignment of an assignmentNotes and Commitment Amounts, the Borrowers shall Borrower will execute and deliver to Tennessee Farmers (for delivery the Agent new Notes to the relevant Assignee order of such assignee in amounts corresponding to the interest in the assigning Lender's rights and obligations under this Agreement acquired by such assignee pursuant to such assignment and, if the assigning Lender a has retained an interest in such rights and obligations, new term note substantially Notes to the order of the assigning Lender in amounts corresponding to such interests retained by it hereunder. Such new Notes shall be in an aggregate principal amount equal to the aggregate principal amount of the Notes to be replaced by such new Notes, shall be dated the effective date of such assignment and shall otherwise be in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunderNotes to be replaced thereby. Each such Note Such new Notes shall be dated issued in substitution for, but not in satisfaction or payment of, the date of the predecessor NoteNotes being replaced thereby. The assignor Lender Agent shall xxxx bear the predecessor Note cost of preparation of such new Notes. Upon the issuance of such new Notes, the term, "exchangedNotes," and deliver it as used herein, shall include all such new Notes issued pursuant to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this AgreementSection 12.11.

Assignments. Any Lender may Each Participant may, with the prior written consent of the Lessee Agent, the Administrative Agent and the Agent Certificate Holder (which consents shall not be unreasonably withheld, provided that Lessee consent shall not be required after and during the continuance of a Lease Default) assign any all or a portion of its Term Loans rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Exhibit F to one or more Persons (an "Assignee Lender") without the consent Eligible Lender Assignees, with respect to Lender Commitments and Loans, and/or Eligible Certificate Holder Assignees with respect to Certificate Holder Commitments and Certificate Holder Amounts, each such assignment shall be of a constant, not varying, percentage of all of the Burrowersassigning Participant's rights and obligations under the Operative Documents. Upon In the consummation case of assignments made by a Lender, any such assignment shall be in a minimum aggregate amount of $10,000,000 of its Loan Commitment (or the balance of such Loan Commitment, if less). In the case of assignments made by a Certificate Holder, any such assignment shall be in a minimum aggregate amount of $3,000,000 of its Certificate Holder Commitment (or the balance of such Certificate Holder Commitment, if less). Any assignment hereunder shall be effective upon delivery to the Administrative Agent and the Agent Certificate Holder of written notice of the assignment together with a transfer fee of $3,500 payable by the assignor Participant or the assignee Participant to the Administrative Agent for its own account. The assigning Participant will give prompt notice to the Administrative Agent of any such assignment. Upon the effectiveness of any such assignment (and after notice to and consent of the Lessee, the Assignee Lender Administrative Agent and the Agent Certificate Holder, as provided herein), the assignee shall become a "Lender" or "Certificate Holder", as the case may be, for all purposes of the Operative Documents (including all representations, warranties and covenants which will all be deemed automatically made and agreed to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to by such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lenderassignee) and, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with of such assignment, the underlying assignment agreement, assigning Participant shall be released from relieved of its obligations hereunder to the extent of the Loans or Certificate Holder Amounts, as the case may be, and under the other Loan DocumentsCommitment components being assigned. Within five Business Days after its receipt of The Administrative Agent agrees that upon notice of an assignmentany such assignment and surrender of the appropriate Note or Notes, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery it will promptly provide to the relevant Assignee assigning Lender a new term note and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the relevant Exhibit hereto original Note (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a but with notation thereon that it is given in substitution for and replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Noteoriginal Note or any replacement notes thereof). The assignor Lender Lessee Agent shall xxxx the predecessor Note "exchanged" not be responsible for any costs or expenses incurred by any Participant in connection with an assignment of all or any of its rights and deliver it obligations in connection with an assignment pursuant to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this AgreementSection 12.1.

Assignments. Any Lender may with the prior written consent of the Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default shall exist or (y) in the case of an assignment to another Lender or an affiliate of another Lender"; (ii) without any partial assignment shall be in an amount at least equal to $5,000,000 and after giving effect to such assignment the consent assigning Lender retains a Commitment, or if the Commitments have been terminated, holds a Note having an outstanding principal balance, of the Burrowersat least $5,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the consummation of any purchase price agreed between such assignmenttransferor Lender and such Assignee, the such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Administrative Agent an administrative fee for processing such assignment in the form amount of $4,500 ($7,500 in the case of any Defaulting Lender), including, without limitation, an assignment by a Lender to another Lender. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective Affiliates or subsidiaries. Borrower shall not be obligated to pay (i) any Lender’s syndication expenses in connection with the syndication of the relevant Exhibit hereto Loan, or (Aii) so long as no Default exists, B the costs or Cexpenses of any Lender other than Xxxxx Fargo. For clarity, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note Borrower shall be dated the date pay any expenses of the predecessor Note. The assignor Lender shall xxxx Administrative Agent, in accordance with the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part terms of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any A Lender (an “Assignor”) may assign at any time sell all or any part of its Term Loans rights and obligations hereunder to one or more Persons persons (other than individuals) (each, an "Assignee Lender"“Assignee”) without the consent in respect of the Burrowersan aggregate amount of Commitment exceeding C$10 million. Upon the consummation of any such assignmentsale, the Assignee Lender shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor LenderAssignor shall, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreementof such sale, shall be released from its obligations hereunder and under each of the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers Assignees shall execute and deliver to Tennessee Farmers (for delivery become a party hereto to the relevant extent of the interest so purchased, having the rights of a Lender and the benefit of section 9.5. Any such sale by an Assignor shall not be effective unless and until (i) (unless such sale is to a Related Fund or an affiliate of the Assignor) the Assignor has paid to the Administrative Agent an assignment fee in the amount of C$3,500, (ii) the Assignee Lender a new term note has executed an instrument substantially in the form of the relevant Exhibit schedule 5 annexed hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing whereby such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained agreed to be bound by the assignor terms hereof as a Lender hereunder. Each such Note shall be dated and has agreed to specific Commitments under the date Credit Facility and a specific address and telefacsimile number for the purpose of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid notices as provided in section 12.3, and (iii) a copy of a fully executed copy of such instrument has been delivered to each of the agreement between the assigning Lender Administrative Agent and the Borrower. Upon any such sale becoming effective, schedule 1 annexed hereto shall be deemed to be amended to include the Assignee as a Lender which effects including the assignment (specific Commitments, Lending Office, address and telefacsimile number as aforesaid and the "Lender Assignment Agreement"). Accrued interest on that part Commitments of the predecessor Note evidenced Assignor shall be deemed to be reduced by the replacement Note shall be paid amount of the Commitments assigned to the assignor LenderAssignee. Accrued interest No Lender (including an Assignee) shall, after an assignment made pursuant to this section 12.7(4), hold an amount of Commitment less than C$10 million unless such Lender has assigned the entire amount of its Commitments. Except with respect to an assignment to an affiliate or a Related Fund, any assignment pursuant to this section 12.7(4) shall require the prior or concurrent written acknowledgement of the Administrative Agent and (unless an Event of Default has occurred and is continuing) the prior written consent of the Borrower, neither of which will be paid at the same time or times provided in the predecessor Note and in this Agreementunreasonably withheld.

Assignments. Any Each Lender may assign shall have the right at any time, upon written notice to the Administrative Agent of its Term Loans intent to do so, to sell, assign, transfer or negotiate all or any part of such Lender’s rights under the Loan Documents to (1) one or more of its Affiliates (provided the Affiliate has adequate resources to thereafter fund its obligations under the Loan Documents), (2) to one or more Persons of the other Lenders (an "Assignee Lender"or to Affiliates (provided the Affiliate has adequate resources to thereafter fund its obligations under the Loan Documents) of such other Lenders), or (3) with the prior written consent of the Administrative Agent, but without the consent of the BurrowersXxxxxxxx. Upon the consummation of any such For each assignment, the Assignee Lender parties to such assignment shall execute and deliver to the Administrative Agent for its acceptance and recording an Assignment and Acceptance Agreement. Upon such execution, delivery, acceptance and recording by the Administrative Agent, from and after the effective date specified in such Assignment and Acceptance Agreement, the assignee thereunder shall be deemed automatically to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder party under this Agreement and under the other Loan Documents. The assignor LenderDocuments and, to the extent that rights provided in such Assignment and obligations hereunder have been assigned and delegated by it in connection with Acceptance Agreement, the underlying assignment agreementassignor Lender thereunder shall, shall subject to the terms of this Section, be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt Borrower agrees upon written request of notice of an assignment, the Borrowers shall Administrative Agent to execute and deliver (1) to Tennessee Farmers (for delivery such assignee, Note(s), each dated the effective date of such Assignment and Acceptance Agreement, in the aggregate principal amount equal to the relevant Assignee Lender a new term note substantially respective interest in the form Loan or portion thereof assigned to such assignee, (2) to such assignor Lender (if less than all of such Xxxxxx’s interests in the Loan are assigned), Note(s), each dated the effective date of such Assignment and Acceptance Agreement, in the aggregate principal amount equal to the balance of such assignor Lender’s interest in the Loan and (3) to the Administrative Agent, if required by it, amendments to this Agreement identifying the new Lender’s interest in the Loan. It is intended that each such new Note shall, upon the effective date of such assignment, amend and restate the indebtedness under the Note they replace. It shall be in the discretion of the relevant Exhibit hereto (A, B or C, depending on Administrative Agent to obtain the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, new Note if the assignor assignee Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each does not require such Note shall be dated the date of the predecessor new Note. The assignor Lender shall xxxx issuance of such replacement Note and/or the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part surrender of the predecessor Note evidenced so replaced shall not be deemed the making of new advances, nor shall it be construed as evidence of the payment or prepayment of the indebtedness that is restated by such new Note. Upon any such sale, assignment or other transfer, the Administrative Agent shall adjust its records to reflect the new Note Committed Amounts of each Lender and shall deliver notice to Borrower and each Lender reflecting (i) such new Committed Amounts, (ii) the office of each Lender, and (iii) the address for notices of each Lender. Each party shall be paid as provided responsible for its own legal fees and expenses in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementconnection with an assignment.

Assignments. Any Lender may with the prior written consent of the Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "Assignee “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or an Affiliate of another Lender"; (ii) without any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the consent assigning Lender retains a Commitment, or if the Commitments have been terminated, holds a Note having an outstanding principal balance, of the Burrowersat least $10,000,000, and (iii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the consummation of any purchase price agreed between such assignmenttransferor Lender and such Assignee, the such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this Section 9.6.3, the transferor Lender, the Agent and the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Agent an administrative fee for processing such assignment in the form amount of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note $4,500. Anything in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it this Section to the Borrowers. Accrued contrary notwithstanding, no Lender may assign or participate any interest on that part of the predecessor Note evidenced in any Loan held by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid it hereunder to the assignor Lender. Accrued interest shall be paid at the same time Borrower, or times provided in the predecessor Note and in this Agreementany of its respective Affiliates or subsidiaries.

Assignments. Any Lender 13.2.1 Subject to Section 13.1 and the other terms of this Agreement, the Lenders collectively or individually may assign any of its Term Loans to one or more Persons (an "Assignee Lender") without the consent assignees all or a portion of the Burrowers. Upon the consummation of any such assignment, the Assignee Lender shall be deemed automatically to have become a party hereto and to the extent that their respective rights and obligations hereunder under this Agreement (including, without limitation, all or a portion of their respective Commitments). The parties to each such assignment shall execute and deliver an Assignment Agreement to the Agent, for its consent (if necessary) and recording in the Register and, except in the case of the initial assignments of Term Credit B by TD, RBC and Xxxxxxx Xxxxx Capital Canada Inc. to persons who are not Lenders at the date of this Agreement but who have been assigned at the date of this Agreement provided commitments to become Lenders, and delegated assignments by TD, RBC and Xxxxxxx Xxxxx Capital Canada Inc. to such Assignee Lender in connection with the underlying assignment agreementeach other, shall have pay a processing and recording fee to the rights Agent in the amount of $3500 in the case of each assignment by an Operating Credit Lender or Term Credit A Lender or US $3500 in the case of each assignment by a Term Credit B Lender. After such execution, delivery, consent and obligations of recording (i) the assignee thereunder shall be a Lender hereunder and under the other Loan Documents. The assignor Lenderparty to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it, have the rights and delegated obligations of a Lender hereunder and (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it in connection with the underlying assignment agreementpursuant to such Assignment Agreement, shall relinquish its rights, other than rights to expense reimbursement and indemnification to which it is then entitled hereunder, and be released from its obligations hereunder under this Agreement, other than obligations in respect of which it is then in default and under liabilities arising from its actions prior to the other Loan Documentsassignment. Within five Business Days after its receipt of notice In the case of an assignment, Assignment Agreement covering all or the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form remaining portion of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee an assigning Lender's assigned Term Loansrights and obligations under this Agreement, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it cease to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementa party hereto.

Assignments. Any (a) Each Lender may assign shall have the right at any time, with the prior consent of the Administrative Agent and, so long as no Event of Default then exists, the Borrower (which consents shall not be unreasonably withheld) to sell, assign, transfer or negotiate all or any part of its Term rights and obligations under the Loan Documents (including, without limitation, the indebtedness evidenced by the Notes then held by such assigning Lender, together with an equivalent percentage of its obligation to make Loans and participate in Letters of Credit) to one or more Persons commercial banks or other financial institutions or investors, provided that, unless otherwise agreed to by the Administrative Agent, such assignment shall be of a fixed percentage (an "Assignee Lender"and not by its terms of varying percentage) without the consent of the Burrowers. Upon assigning Lender’s rights and obligations under the consummation of Loan Documents; provided, however, that in order to make any such assignmentassignment (i) unless the assigning Lender is assigning all of its Commitments, outstanding Loans and interests in Letters of Credit Obligations, the Assignee assigning Lender shall retain at least $5,000,000 in unused Revolving Credit Commitments, outstanding Loans and interests in Letters of Credit, (ii) the assignee Lender shall have Revolving Credit Commitments, outstanding Loans and interests in Letters of Credit of at least $1,000,000, (iii) each such assignment shall be deemed automatically evidenced by a written agreement (substantially in the form attached hereto as Exhibit G or in such other form acceptable to have the Administrative Agent) executed by such assigning Lender, such assignee Lender or Lenders, the Administrative Agent and, if required as provided above, the Borrower, which agreement shall specify in each instance the portion of the Obligations which are to be assigned to the assignee Lender and the portion of the Revolving Credit Commitments of the assigning Lender to be assumed by the assignee Lender, and (iv) the assigning Lender shall pay to the Administrative Agent a processing fee of $3,500 and any out-of-pocket attorneys’ fees and expenses incurred by the Administrative Agent in connection with any such assignment agreement. Any such assignee shall become a party hereto and Lender for all purposes hereunder to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have of the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lender, to Documents it assumes and the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, assigning Lender shall be released from its obligations hereunder obligations, and will have released its rights, under the other Loan DocumentsDocuments to the extent of such assignment. Within five Business Days after its receipt The address for notices to such assignee Lender shall be as specified in the assignment agreement executed by it. Promptly upon the effectiveness of notice of an assignmentany such assignment agreement, the Borrowers Borrower shall execute and deliver to Tennessee Farmers (for delivery replacement Notes to the relevant Assignee assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender in the respective amounts of their Revolving Credit Commitments (or assigned principal amounts, as applicable) after giving effect to the reduction occasioned by such assignment (all such Notes to constitute “Notes” for all purposes of the Loan Documents), and the Assignee assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid thereafter surrender to the assignor LenderBorrower its old Notes. Accrued The Borrower authorizes each Lender to disclose to any purchaser or prospective purchaser of an interest shall be paid at the same time or times provided in the predecessor Note Loans and interest in Letters of Credit owed to it or its Revolving Credit Commitments under this AgreementSection any financial or other information pertaining to the Borrower or any Subsidiary; provided that, prior to any such disclosure, such purchaser or prospective purchaser shall agree (for the Borrower’s benefit) to preserve in accordance with Section 13.24 the confidentiality of any confidential information described therein.

Assignments. Any Lender may assign any make one or more assignments of its Term interests in the Loans to one or more Persons assignees (an the "Assignee LenderAssignee") with the prior written consent of Borrower (which consent will not be unreasonably withheld); PROVIDED, HOWEVER, that any Lender may, subject to the limitations contained hereinbelow in this Section 11.8(a), assign to another Lender any portion of its Loans or Commitments without the prior written consent of Borrower or Agent; PROVIDED FURTHER, however, that Borrower shall not be obligated to pay the Burrowers. Upon the consummation costs and expenses of any assigning Lender or any Assignee in connection with any such assignment. Each such Assignee shall become a party to this Agreement as a "Lender" upon: (i) the execution of an amendment to this Agreement or the execution of a supplemental assignment and acceptance agreement with the assigning Lender, the Assignee, Agent, and, in the event Borrower's prior written consent to such assignment is required, Borrower; (ii) the notification of Borrower and Agent by the assigning Lender of the identity of the Assignee and the amount of the Loans or Commitment assigned; and (iii) the payment to Agent, for its own account, of a processing and recordation fee of Three Thousand Dollars ($3,000); whereupon, from and after the effective date of such assignment as designated by Agent, the assigning Lender shall be deemed automatically released and discharged from, and such Assignee shall assume, all rights, duties and obligations with respect to have become the interest so assigned. Any such assignment shall be made pro rata according to all of such Xxxxxx's Loans or portion of the Commitment. At such time, the Commitment amounts referenced herein shall be modified to reflect the pro rata share of the Commitment of such new Lender and of the existing Lenders. In addition, if any such Assignee becomes a party hereto Lender while Loans or the Commitment are outstanding hereunder, Xxxxxxxx will, in exchange for the assigning Xxxxxx's existing Notes issue new Notes hereunder to such new Lender and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee assigning Lender in connection conformity with the underlying assignment agreement, shall have the rights and obligations requirements of a Lender hereunder and under the other Loan Documents. The assignor Lender, this Agreement in order to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form reflect their revised pro rata shares of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, Commitment and, if the assignor Lender has retained Term Loans hereunderapplicable, a replacement note Loans. The Notes received by Agent in the principal amount retained by the assignor Lender hereunder. Each exchange for such Note new Notes shall be dated the date cancelled and returned to Borrower. Any partial assignment under this Agreement (other than to any Affiliate of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note or to any other Lender) shall be paid in a minimum amount equal to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this AgreementFive Million Dollars ($5,000,000).

Assignments. Any Lender may with the prior written consent of the Administrative Agent (such approval not to be unreasonably withheld) at any time assign any of its Term Loans to one or more Persons Eligible Assignees (each an "“Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $15,000,000, and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $15,000,000, (ii) if the assigning Lender holds and/or owns an interest in any Interest Rate Protection Agreement or has any obligation with respect thereto, and after giving effect to such assignment such Lender will hold no further Commitment under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender of its interest in the Interest Rate Protection Agreement to the Assignee Lender"or another Lender (or Affiliate thereof) provided that unless a Default shall have occurred and is continuing, in no event shall the foregoing result in a change of the counterparty under the Interest Rate Protection Agreement without the consent Borrower’s prior written approval) and (iii) each such assignment shall be effected by means of the Burrowersan Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the consummation of any purchase price agreed between such assignmenttransferor Lender and such Assignee, the such Assignee Lender shall be deemed automatically to have become be a Lender party hereto to this Agreement and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have all the rights and obligations of a Lender hereunder with a Commitment and/or Loans, as the case may be, as set forth in such Assignment and under Assumption Agreement, and the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Administrative Agent an administrative fee for processing such assignment in the form amount of $4,500.00 (or $7,500.00 in the case of an assignment by a Defaulting Lender). Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to Borrower, or any of its respective affiliates or Subsidiaries. From the later to occur of (i) ninety (90) days following the Effective Date and (ii) the date upon which the Commitment of Administrative Agent has been reduced, through one or more assignments, to $150,000,000, the costs and expenses of Administrative Agent and each Lender and Assignee in connection with such participation shall be at the sole cost and expense of such parties; prior thereto, such costs shall be payable by Borrower. Administrative Agent, acting for this purpose as a non-fiduciary of Borrower, shall maintain at one of its offices a copy of each assignment delivered to it and a register for the recordation of the relevant Exhibit hereto names and addresses of the Lenders, and the Commitment of, and principal amount (Aand stated interest) of the Loans owing to, B or C, depending on each Lender pursuant to the type of Term Loans being assignedterms hereof from time to time (the “Register”)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note . The entries in the principal amount retained by the assignor Lender hereunder. Each such Note Register shall be dated conclusive, and Borrower, the date Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender at any time and from time to time upon reasonable prior notice. The obligations of Borrower under the Loan Documents are registered obligations and the right, title and interest of Lender and its Assignees in and to such obligations shall be transferable only upon notation of such transfer in the Register. This Section 13.12(c) shall be construed so that such obligations are at all times maintained in “registered from” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" Internal Revenue Code and deliver it to the Borrowers. Accrued interest on that part any related regulations (and any other relevant or successor provisions of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"Internal Revenue Code or such regulations). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.

Assignments. Any Each Lender may make assignments to any Federal Reserve Bank, provided that any related costs, fees and expenses incurred by such Lender in connection with such assignment or the re-assignment back to it free of any interests of the Federal Reserve Bank, shall be for the sole account of Lender. Each Lender may also assign any of its Term Loans to one or more Persons assignees (each an "Assignee LenderASSIGNEE") without the consent all or any part of the Burrowers. Upon the consummation of any such assignment, the Assignee Lender shall be deemed automatically to have become a party hereto and to the extent that rights its Rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The Credit Documents so long as (i) the assignor Lender, to the extent that rights Lender and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall Assignee execute and deliver to Tennessee Farmers the Administrative Agent, the LC Issuing Bank and the Borrower for their consent and acceptance (for delivery to that may not be unreasonably withheld in any instance and is not required by the relevant Assignee Lender a new term note Borrower if an Event of Default has occurred and is continuing) an assignment and assumption agreement in substantially in the form of Exhibit E (an "ASSIGNMENT") and pay to the relevant Exhibit hereto Administrative Agent a processing fee of $1,000 (Awhich payment obligation is the sole liability, B joint and several, of that Lender and Assignee), (ii) the assignment must be for a minimum total Revolving Commitment or C, depending on the type outstanding Term Borrowing of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans$5,000,000, and, if the assignor Lender has retained retains any Revolving Commitment or outstanding Term Loans hereunderBorrowings, as the case may be, it must be a replacement note minimum total Commitment of $10,000,000, and (iii) the conditions for that assignment set forth in the principal amount retained applicable Assignment are satisfied. The Effective Date in each Assignment must (unless a shorter period is agreed to by the Borrower and the Administrative Agent) be at least five Business Days after it is executed and delivered by the assignor Lender hereunderand the Assignee to the Administrative Agent and the Borrower for acceptance. Each Once such Note shall be dated Assignment is accepted by the date Administrative Agent, the LC Issuing Bank and the Borrower, and subject to all of the predecessor Note. The 76 70 following occurring, then, on and after the Effective Date stated in it (A) the Assignee automatically shall become a party to this Agreement and, to the extent provided in that Assignment, shall have the Rights and obligations of a Lender under the Credit Documents, (B) in the case of an Assignment covering all of the remaining portion of the assignor Lender's Rights and obligations under the Credit Documents, the assignor Lender shall xxxx cease to be a party to the predecessor Note "exchanged" Credit Documents, (C) the Borrower shall execute and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning assignor Lender and the Assignee Lender which effects the assignment appropriate Notes in accordance with this Agreement following the transfer, (the "Lender Assignment Agreement"). Accrued interest on that part D) upon delivery of the predecessor Note evidenced by Notes under clause (C) the replacement Note assignor Lender shall return to the Borrower all Notes previously delivered to that Lender under this Agreement, and (E) Schedule 2 shall be paid automatically amended to reflect the name, address, telecopy number and Commitment of the Assignee and the remaining Commitment (if any) of the assignor Lender, and the Administrative Agent shall prepare and circulate to the Borrower, the LC Issuing Bank and the Lenders an amended Schedule 2 reflecting those changes. Accrued Notwithstanding the foregoing, no Assignee may be recognized as a party to the Credit Documents (and the assignor Lender shall continue to be treated for all purposes as the party to the Credit Documents) with respect to the Rights and obligations assigned to that Assignee until the actions described in clauses (C) and (D) have occurred. The Obligation is registered on the books of the Borrower as to both principal and any stated interest, and transfers of (as opposed to participations in) principal of and interest shall on the Obligations may be paid at the same time or times provided made only in the predecessor Note and in accordance with this AgreementSection.

Assignments. Any Lender may assign any of its Term Loans to one or more Persons (an "Assignee Lender") without Each Bank, with the written consent of the Burrowers. Upon Agent and the consummation of any such assignmentBorrower, the Assignee Lender which consent shall not be unreasonably withheld, which shall be deemed automatically evidenced on the notice in the form of Exhibit I-1 hereto, may assign pursuant to have become a party hereto and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan Documents. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note Assignment Agreement substantially in the form of Exhibit I-2 hereto all or a portion of its Loans, Notes and/or Commitments hereunder pursuant to this clause (b)(A) to one or more Eligible Assignees; provided that any such assignment pursuant to this clause (b)(A) shall not result in the relevant Borrower paying additional amounts as of the time of such assignment pursuant to Section 1.10(e), 1.11, 1.13 or 3.04. Any assignment pursuant to this clause (b)(A) will become effective five Business Days after the Agent's receipt of (i) a written notice in the form of Exhibit I-1 hereto from the assigning Bank and the Eligible Assignee and (Aii) a processing and recordation fee of $2,500 from the assigning Bank in connection with the Agent's recording of such sale, B assignment, transfer or Cnegotiation; provided that such fee shall only be payable if the assignment is between a Bank and an Eligible Assignee that is not a Bank prior to the assignment. The Borrower shall issue new Notes to the Eligible Assignee in conformity with Section 1.05 and the assignor shall return the old Notes to the Borrower. Upon the effectiveness of any assignment in accordance with this clause (b)(A), depending on the type Eligible Assignee will become a "Bank" for all purposes of Term Loans this Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Bank shall be relieved of its obligations hereunder with respect to the Commitments being assigned)) evidencing such Assignee Lender's assigned Term Loans. The Agent shall maintain at its address specified in Annex II hereto a copy of each Assignment Agreement delivered to and accepted by it and a register in which it shall record the names and addresses of the Banks and the Commitment of, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the and principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it Loans owning to, each Bank from time to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment time (the "Lender Assignment AgreementRegister"). Accrued interest on that part The entries in the Register shall be conclusive and binding for all purposes, absent demonstrable error, and the Borrower, the Agent and the Banks may treat each Person whose name is DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 recorded in the Register as a Bank hereunder for all purposes of the predecessor Note evidenced this Agreement. The Register shall be available for inspection by the replacement Note shall be paid Borrower, the Agent or any Bank at any reasonable time and from time to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementupon reasonable prior notice.

Assignments. (a) Any Lender may at any time assign any of its Term Loans to one or more Persons (any such Person, an "Assignee LenderAssignee") without all or any portion of such Lender's Loans and Commitments, with the prior written consent of the BurrowersAgent and, so long as no Event of Default exists, Borrower (which consents shall not be unreasonably withheld or delayed and shall not be required for an assignment by a Lender to a Lender or an Affiliate of a Lender). Upon the consummation of Except as Agent may otherwise agree, any such assignmentassignment (other than an assignment by a Lender to a Lender or an Affiliate of a Lender) shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the Assignee Lender Commitment or the principal amount of the Loan being assigned. Borrower and Agent shall be deemed automatically entitled to have become a party hereto continue to deal solely and to the extent that rights and obligations hereunder have been assigned and delegated to directly with such Assignee Lender in connection with the underlying assignment agreement, interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the rights applicable parties thereto and obligations a processing fee of a $3,500 payable by such Lender hereunder (and under the other Loan Documents. The assignor Lendernot reimbursable by Borrower); provided, to the extent that rights and obligations hereunder have been assigned and delegated by it no such fee will be payable in connection with an assignment by a Lender to a Lender or an Affiliate of a Lender. No assignment may be made to any Person if at the underlying time of such assignment agreementBorrower would be obligated to pay, or could reasonably be expected in the future to pay, any greater amount under Section 3 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, Borrower will not be required to pay such greater amounts). Any attempted assignment not made in accordance with this Section 10.8.1 shall be released from treated as the sale of a participation under Section 10.8.2. Borrower shall be deemed to have granted its obligations consent to any assignment requiring its consent hereunder and under the other Loan Documents. Within unless Borrower has expressly objected to such assignment within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementthereof.

Assignments. (a) Any Lender may at any time assign any of its Term Loans to one or more Persons (any such Person, an "Assignee Lender"“Assignee”) without all or any portion of that Xxxxxx’s Loans and Commitments, with the prior written consent of the Burrowers. Upon the consummation of any such assignmentAdministrative Agent, the Assignee Issuing Lenders (for an assignment of the Revolving Loans and the Revolving Commitments at any time the commitment to issue Letters of Credit hereunder exceeds $0) and, so long as no Event of Default exists, Borrower Representative (which consent of Borrower Representative may not be unreasonably withheld or delayed); provided, however, such consent of Borrower Representative shall not be required (i) for an assignment by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund, or (ii) during the existence of an Event of Default; provided further that the Borrower Representative shall be deemed automatically to have become a party hereto and consented to any such assignment unless it shall object thereto by written notice to the extent that rights Administrative Agent within five (5) Business Days after having received notice thereof. Except as Administrative Agent otherwise agrees, any such assignment must be in a minimum aggregate amount equal to $1,000,000 (which minimum will be $500,000 if the assignment is to an Affiliate of the assigning Lender) or, if less, the remaining Commitment and obligations hereunder have been assigned Loans held by the assigning Lender. Borrowers and delegated Administrative Agent will be entitled to such Assignee continue to deal solely and directly with the assigning Lender in connection with the underlying interests so assigned to an Assignee until Administrative Agent has received and accepted an effective assignment agreementagreement in substantially the form of Exhibit C (an “Assignment Agreement”) executed, shall have delivered, and fully completed by the rights applicable parties thereto and obligations a processing fee of $3,500. No assignment may be made to any Person if at the time of that assignment Borrowers would be obligated to pay any greater amount under Section 7.6 or Section 8 to the Assignee than Borrowers are then obligated to pay to the assigning Lender under that section (and if any assignment is made in violation of the foregoing, Borrowers will not be required to pay any such greater amounts). Any attempted assignment not made in accordance with this Section 15.6.1 will be treated as the sale of a Lender hereunder and participation under the other Loan DocumentsSection 15.6.2. The assignor Lender, Borrower Representative will be deemed to the extent have granted its consent to any assignment requiring its consent under this Agreement unless Borrower Representative has expressly objected to that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five within three Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunderthereof. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreement.113

Assignments. Any Lender Party may with the prior written consent of the Administrative Agent at any time assign any of its Term Loans to one or more Persons Qualified Transferees (each an "Assignee Lender"“Assignee”) without the consent all or a portion of the Burrowers. Upon the consummation of any such assignment, the Assignee Lender shall be deemed automatically to have become a party hereto and to the extent that its rights and obligations hereunder have been assigned under this Agreement and delegated the Syndication Notes; provided, however, (i) any partial assignment shall be in an amount at least equal to $20,000,000 (provided, however, that Xxxxx Fargo must hold no less than a $50,000,000 interest in the Loan at all times, as such Assignee Lender amount may be reduced on a pro rata basis in connection with the underlying Borrower’s prepayment of the Loan) and (ii) each such assignment agreementshall be effected by means of an Assignment and Assumption. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender Party of an amount equal to the purchase price agreed between such transferor Lender Party and such Assignee, such Assignee shall be deemed to be a Lender Party to this Agreement and shall have all the rights and obligations of a Lender hereunder Party with an Individual Loan Commitment as set forth in such Assignment and under Assumption Agreement, and upon the other Loan Documents. The assignor Lender, to full execution of such Assignment and Assumption the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, transferor Lender Party shall be released from its obligations hereunder to a corresponding extent, and under no further consent or action by any party shall be required. Upon the other Loan Documentsconsummation of any assignment pursuant to this Section 16.14 and if requested by the transferee Lender Party and/or the transferor Lender Party, the transferor Lender Party, the Administrative Agent and the Borrower shall make appropriate arrangements so new substitute Syndication Notes are issued to the Assignee and such transferor Lender Party by Borrower, as appropriate. Within five Business Days after its receipt of notice of an In connection with any such assignment, the Borrowers transferor Lender Party shall execute and deliver to Tennessee Farmers (for delivery pay to the relevant Assignee Lender a new term note substantially Administrative Agent an administrative fee for processing such assignment in the form amount of $4,500.00 for the account of Administrative Agent. Notwithstanding anything herein to the contrary, no Lender Party may assign or participate any interest in any Loan held by it hereunder to the Borrower or to any Affiliate of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this AgreementBorrower.

Assignments. Any Lender may assign BOG shall execute an Assignment in favor of Gasco covering each Subject Well that is Completed as a producer of oil, gas and/or associated hydrocarbons; any such Assignment shall be made on or before the later to occur of its Term Loans to one (i) thirty business days after the date the Subject Well was Completed, and (ii) thirty business days after BOG secures assignment from a third party of all or more Persons (an "Assignee Lender") without the consent any portion of the Burrowersinterest in the Subject Well it is obligated to assign to Gasco hereunder. Upon the consummation of any such assignmentUnder each Assignment, the Assignee Lender BOG shall be deemed automatically assign to have become a party hereto Gasco an undivided 12.5% interest in and to the extent BOG Properties related to (A) the wellbore of any particular Subject Well that rights is Completed as a producer of oil, gas and/or associated hydrocarbons, and obligations hereunder have been assigned in and delegated to the right to produce oil, gas and/or associated hydrocarbons therefrom, and (B) subject to the limitations and restrictions set forth in subsection 9(b), below, the Drilling and Production Unit allocable to such Assignee Lender in connection with the underlying assignment agreement, shall have the rights and obligations of a Lender hereunder and under the other Loan DocumentsSubject Well. The assignor Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, Each Assignment shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B made effective on or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated before the date of first production from the predecessor NoteSubject Well under instrument in substantially the form attached hereto as Exhibit C. Notwithstanding any provision hereof to the contrary, BOG shall not be obligated to execute any Assignment to Gasco hereunder if Gasco has failed to fund the BOG Drilling Costs or BOG Completion Costs for any Subject Well(s) in accordance with the provisions of Section 8 above. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it interest assigned to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment Gasco under any Assignment (the "Lender Assignment AgreementAssigned Interests") shall be burdened by an overriding royalty interest in favor of BOG (the "BOG ORRI") in the same proportions as the interests of the participants under the BOG Participation Agreement(s) relating to such Assigned Interests are burdened by an overriding royalty interest created or reserved in favor of BOG pursuant to the applicable BOG Participation Agreement(s). Accrued The BOG ORRI shall be calculated in the same manner, and shall bear the same costs, expenses and taxes, as the overriding royalty interest on that part of BOG burdening the interests of the predecessor Note evidenced by other participants under the replacement Note BOG Participation Agreements; provided, however, that in the event that the BOG ORRI would reduce Gasco's net revenue interest in any of the BOG Properties included within the Drilling and Production Unit of a Subject Well below 75%, proportionately reduced to Gasco's interest in the BOG Properties, with respect to those BOG Properties the amount of the BOG ORRI shall be paid reduced to an amount that is equal to the assignor Lenderpositive difference, if any, between 25% and the total of all existing royalty and overriding royally interests burdening such BOG Properties. Accrued interest Any Assigned Interests shall be paid at the same time further bear their proportionate share of any (i) rights of reversion or times provided conversion in the predecessor Note and in this Agreement.favor of third parties

Assignments. (i) Any Lender may at any time assign any of its Term Loans to one or more Persons Eligible Assignees all or any portion of such Lender's Loan together with all related obligations of such Lender hereunder, with the prior written consent (an "Assignee Lender"such consent not be unreasonably 110 withheld or delayed) without the of Borrower Representative; provided that no consent of Borrower Representative shall be required (A) if an Event of Default has occurred and is continuing, (B) in connection with an assignment to a Person that is a Lender or an Affiliate (other than natural persons) of a Lender or Approved Fund, or (C) in connection with an assignment by a Lender of all or a material portion of the Burrowersbusiness or loan portfolio of such Lender to an investment company, fund or similar entity that is engaged in making, purchasing, holding or otherwise investing in commercial loans in the Ordinary Course of Business; provided further, that Borrower Representative shall be deemed to have consented to a proposed assignment unless it objects thereto by written notice to Agent within ten (10) Business Days after having received notice thereof. Upon Except as Agent may otherwise agree, the consummation amount of any such assignmentassignment (determined as of the date of the applicable Assignment Agreement or, if a "Trade Date" is specified in such Assignment Agreement, as of such Trade Date) shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the Assignee Lender assignor's entire interests in the outstanding Loan; provided, however, that, in connection with simultaneous assignments to two or more related Approved Funds, such Approved Funds shall be deemed automatically treated as one assignee for purposes of determining compliance with the minimum assignment size referred to have become a party hereto above. Borrowers and Agent shall be entitled to the extent that rights continue to deal solely and obligations hereunder have been assigned and delegated to directly with such Assignee Lender in connection with the underlying assignment agreement, interests so assigned to an Eligible Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the rights applicable parties thereto and obligations a processing fee of a Lender hereunder and under $3,500 to be paid by the other Loan Documents. The assignor assigning Lender; provided, to the extent however, that rights and obligations hereunder have been assigned and delegated by it only one processing fee shall be payable in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver simultaneous assignments to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form of the relevant Exhibit hereto (A, B two or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, and, if the assignor Lender has retained Term Loans hereunder, a replacement note in the principal amount retained by the assignor Lender hereunder. Each such Note shall be dated the date of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note shall be paid to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this Agreementmore related Approved Funds.

Assignments. Any Lender may assign any make one or more assignments of its Term rights, interests and obligations in the Loans (together with a pro rata interest in its Commitment) to one or more Persons assignees (an the "Assignee LenderAssignee") with the prior written consent of Borrower (which consent will not be unreasonably withheld or delayed); provided, however, that any Lender may, subject to the limitations contained hereinbelow in this Section 11.8(a), assign to another Lender any portion of its Loans or Commitments without the prior written consent of Borrower or Agent; provided further, however, that Borrower shall not be obligated to pay the Burrowers. Upon the consummation costs and expenses of any assigning Lender or any Assignee in connection with any such assignment. Each such Assignee shall become a party to this Agreement as a "Lender" upon: (i) the execution of an amendment to this Agreement or the execution of a supplemental assignment and acceptance agreement with the assigning Lender, the Assignee, Agent, and, in the event Borrower's prior written consent to such assignment is required, Borrower; (ii) the notification of Borrower and Agent by the assigning Lender of the identity of the Assignee and the amount of the Loans or Commitment assigned; and (iii) the payment to Agent, for its own account, of a processing and recordation fee of Three Thousand Dollars ($3,000); whereupon, from and after the effective date of such assignment as designated by Agent, the assigning Lender shall be deemed automatically released and discharged from, and such Assignee shall assume, all rights, duties and obligations with respect to have become a party hereto the interest so assigned. Any such assignment shall be made pro rata according to all of such Lender's Loans and its Commitment. At such time, the Commitment amounts referenced herein shall be modified to reflect the pro rata share of the Commitment of such new Lender and of the existing Lenders. In addition, Borrower will, in exchange for the assigning Lender's existing Notes issue new Notes hereunder to such new Lender and to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee assigning Lender in connection conformity with the underlying assignment agreement, shall have the rights and obligations requirements of a Lender hereunder and under the other Loan Documents. The assignor Lender, this Agreement in order to the extent that rights and obligations hereunder have been assigned and delegated by it in connection with the underlying assignment agreement, shall be released from its obligations hereunder and under the other Loan Documents. Within five Business Days after its receipt of notice of an assignment, the Borrowers shall execute and deliver to Tennessee Farmers (for delivery to the relevant Assignee Lender a new term note substantially in the form reflect their revised pro rata shares of the relevant Exhibit hereto (A, B or C, depending on the type of Term Loans being assigned)) evidencing such Assignee Lender's assigned Term Loans, Commitment and, if the assignor Lender has retained Term Loans hereunderapplicable, a replacement note Loans. The Notes received by Agent in the principal amount retained by the assignor Lender hereunder. Each exchange for such Note new Notes shall be dated the date cancelled and returned to Borrower. Any partial assignment under this Agreement (other than to any Affiliate of the predecessor Note. The assignor Lender shall xxxx the predecessor Note "exchanged" and deliver it to the Borrowers. Accrued interest on that part of the predecessor Note evidenced by the new Note shall be paid as provided in the agreement between the assigning Lender and the Assignee Lender which effects the assignment (the "Lender Assignment Agreement"). Accrued interest on that part of the predecessor Note evidenced by the replacement Note or to any other Lender) shall be paid in a minimum amount equal to the assignor Lender. Accrued interest shall be paid at the same time or times provided in the predecessor Note and in this AgreementFive Million Dollars ($5,000,000).