Common use of Assignment Amounts Clause in Contracts

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit Investor, if the related Administrator on behalf of such Conduit Investor in such Investor Group so elects, by written notice to the Agent, the SPV hereby irrevocably requests and directs that such Conduit Investor assign, and such Conduit Investor does hereby assign effective on the Assignment Date referred to below all or such portions as may be elected by the Conduit Investor of its interest in the Net Investment and the Asset Interest at such time to the Committed Investors in its Investor Group pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b); provided that unless such assignment is an assignment of all of such Conduit Investor’s interest in the Net Investment and the Asset Interest in whole on or after such Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 if a Termination Event described in Section 8.1(g) shall then exist; and provided further that no such assignment shall take place pursuant to this Section 3.1 at a time when an Event of Bankruptcy with respect to such Conduit Investor exists. No further documentation or action on the part of such Conduit Investor or the SPV shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such Conduit Investor referred to in such sentence and the delivery by the related Administrator of a copy of such notice to each Committed Investor in its Investor Group (the date of the receipt by such Administrator of any such notice being the “Assignment Date”). Each Committed Investor hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable Conduit Investor in immediately available funds to an account designated by the related Administrator. Upon payment of its Assignment Amount, each related Committed Investor shall acquire an interest in the Asset Interest and the Net Investment equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net Investment. Upon any assignment in whole by a Conduit Investor to the Committed Investors in its Investor Group on or after the Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor shall cease to make any additional Investments or Reinvestments hereunder. At all times prior to the Conduit Investment Termination Date, nothing herein shall prevent the Conduit Investor from making a subsequent Investment or Reinvestment hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 or from making more than one assignment pursuant to this Section 3.1.

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit InvestorStated Maturity Date, if the related Administrator on behalf of such the applicable Conduit Investor in such Investor Group Lender so elects, by written notice to the Administrative Agent, the SPV hereby irrevocably requests and directs that such Conduit Investor assign, Borrower and such Conduit Investor does Lender’s Funding Agent, such Conduit Lender hereby assign assigns effective on the Assignment Date referred to below all or such portions as may be elected by the such Conduit Investor Lender of its interest in the Net Investment and the Asset Interest Principal Obligation at such time to the its Committed Investors in its Investor Group Lenders pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b)13.12; provided provided, however, that unless such assignment is an assignment of all of such Conduit InvestorLender’s interest in the Net Investment and the Asset Interest Principal Obligation in whole on or after such its Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 13.12 if a Termination an Event described in Section 8.1(g) of Default shall then exist; and provided further provided, further, that no such assignment shall take place pursuant to this Section 3.1 13.12 at a time when an Event of Bankruptcy with respect to such Conduit Investor existsLender is subject to any proceedings under any Debtor Relief Laws. No further documentation or action on the part of such Conduit Investor Lender, the Borrower, or the SPV applicable Committed Lenders shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such Conduit Investor Lender referred to in such sentence and the delivery by the related Administrator such Conduit Lender’s Funding Agent of a copy of such notice to each Committed Investor Lender in its Investor the Lender Group (the date of the receipt by such Administrator the Administrative Agent of any such notice being the “Assignment Date”). Each Committed Investor Lender hereby agrees, unconditionally and irrevocably and under all circumstances, without setoffset-off, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable such Conduit Investor Lender in immediately available funds in Dollars based on the assigning Conduit Lender’s interest in the Principal Obligation, to an account designated by the related Administratorsuch Conduit Lender’s Funding Agent. Upon payment of its Assignment Amount, each related such Committed Investor Lender shall acquire an interest in the Asset Interest and the Net Investment Principal Obligation equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net InvestmentCommitted Lender Percentage thereof. Upon any assignment in whole by a Conduit Investor Lender to the its Committed Investors in its Investor Group Lenders on or after the its Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor Lender shall cease to make any additional Investments or Reinvestments Loans hereunder. At all times prior to the its Conduit Investment Termination Date, nothing herein shall prevent the a Conduit Investor Lender from making a subsequent Investment or Reinvestment Loan hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 13.12 or from making more than one assignment pursuant to this Section 3.113.12.

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit InvestorDate, if the related Administrator any Class Agent on behalf of such the related Conduit Investor in such Investor Group Investors so elects, by written notice to the Agent, the SPV hereby irrevocably requests and directs that such Conduit Investor Investors assign, and such each Conduit Investor does hereby assign effective on the Assignment Date referred to below below, all or such portions as may be elected by the such Conduit Investor of its interest in of, the related Class Net Investment and the Asset Interest at such time to the Committed related Alternate Investors in its Investor Group pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b); provided provided, however, that unless such assignment is an assignment of all of such Conduit Investor’s interest in Class Net Investment, including the Net Investment and portion of the Asset Interest related thereto, in whole on or after such the Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 if a Termination Event described in Section 8.1(g) shall then exist; and provided further provided, further, that no such assignment shall take place pursuant to this Section 3.1 at a time when an Event of Bankruptcy with respect to such Conduit Investor exists. No further documentation or action on the part of such the Conduit Investor Investors or the SPV shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator a Class Agent on behalf of such the related Conduit Investor referred to in such sentence the Agent and the delivery by the related Administrator Class Agent of a copy of such notice to each Committed related Alternate Investor in its Investor Group (the date of the receipt by such Administrator the related Class Agent of any such notice being the “Assignment Date”). Each Committed Alternate Investor hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable related Conduit Investor in immediately available funds to an account designated by the related AdministratorClass Agent. Upon payment of its Assignment Amount, each related Committed such Alternate Investor shall acquire an interest in the related Class Net Investment (and the portion of the Asset Interest and the Net Investment related thereto) equal to its pro rata share (based on the outstanding portions of the such Class Net Investment funded by it) of the assigned portion of the related Class Net Investment. Upon any assignment in whole by a any Conduit Investor to the Committed related Alternate Investors in its Investor Group on or after the Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor shall cease to make any additional Investments or Reinvestments hereunder. At all times prior to the Conduit Investment Termination Date, nothing herein shall prevent the any Conduit Investor from making a subsequent Investment or Reinvestment hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 or from making more than one assignment pursuant to this Section 3.1.

Assignment Amounts. At With respect to any Investor Group with a Conduit Investor, at any time on or prior to the Commitment Termination Date for the applicable Conduit Investor, if the related Administrator on behalf of such Conduit Investor in such Investor Group so elects, by written notice to the Agent, the SPV hereby irrevocably requests and directs that such Conduit Investor assign, and such Conduit Investor does hereby assign effective on the Assignment Date referred to below all or such portions as may be elected by the Conduit Investor of its interest in the Net Investment and the Asset Interest at such time to the Committed Investors in its Investor Group pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b); provided that unless such assignment is an assignment of all of such Conduit Investor’s interest in the Net Investment and the Asset Interest in whole on or after such Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 if a Termination Event described in Section 8.1(g) shall then exist; and provided further that no such assignment shall take place pursuant to this Section 3.1 at a time when an Event of Bankruptcy with respect to such Conduit Investor exists. No further documentation or action on the part of such Conduit Investor or the SPV shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such Conduit Investor referred to in such sentence and the delivery by the related Administrator of a copy of such notice to each Committed Investor in its Investor Group (the date of the receipt by such Administrator of any such notice being the “Assignment Date”). Each related Committed Investor hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable Conduit Investor in immediately available funds to an account designated by the related Administrator. Upon payment of its Assignment Amount, each related Committed Investor shall acquire an interest in the Asset Interest and the Net Investment equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net Investment. Upon any assignment in whole by a Conduit Investor to the Committed Investors in its Investor Group on or after the Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor shall cease to make any additional Investments or Reinvestments hereunder. At all times prior to the Conduit Investment Termination Date, nothing herein shall prevent the Conduit Investor from making a subsequent Investment or Reinvestment hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 or from making more than one assignment pursuant to this Section 3.1.

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit InvestorStated Maturity Date, if the related Administrator on behalf of such the applicable Conduit Investor in such Investor Group Lender so elects, by written notice to the Administrative Agent, the SPV hereby irrevocably requests Borrower and directs that its related Managing Agent, such Conduit Investor assign, and such Conduit Investor does Lender hereby assign assigns effective on the Assignment Date referred to below all or such portions as may be elected by the such Conduit Investor Lender of its interest in the Net Investment and the Asset Interest Principal Obligation at such time to the Committed Investors in its Investor Group Alternate Lenders pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b)7.1; provided provided, however, that unless such assignment is an assignment of all of such Conduit InvestorLender’s interest in the Net Investment and the Asset Interest Principal Obligation in whole on or after such its Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 7.1 if a Termination an Event of Default described in Section 8.1(g12.1(n) shall then exist; and provided further provided, further, that no such assignment shall take place pursuant to this Section 3.1 7.1 at a time when an Event of Bankruptcy with respect to such Conduit Investor existsLender is subject to any proceedings under any Debtor Relief Laws. No further documentation or action on the part of such Conduit Investor Lender, the Borrower, or the SPV applicable Alternate Lenders shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such Conduit Investor Lender referred to in such sentence and the delivery by the related Administrator Managing Agent of a copy of such notice to each Committed Investor Alternate Lender in its Investor the Lender Group (the date of the receipt by such Administrator Administrative Agent of any such notice being the “Assignment Date”). Each Committed Investor Alternate Lender hereby agrees, unconditionally and irrevocably and under all circumstances, without setoffset-off, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable such Conduit Investor Lender in immediately available funds in Dollars based on the assigning Conduit Lender’s interest in the Principal Obligation, to an account designated by the related AdministratorManaging Agent. Upon payment of its Assignment Amount, each related Committed Investor such Alternate Lender shall acquire an interest in the Asset Interest and the Net Investment Principal Obligation equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net InvestmentAlternate Lender Pro Rata Share thereof. Upon any assignment in whole by a Conduit Investor Lender to the Committed Investors in its Investor Group Alternate Lenders on or after the its Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor Lender shall cease to make any additional Investments or Reinvestments Loans hereunder. At all times prior to the its Conduit Investment Termination Date, nothing herein shall prevent the a Conduit Investor Lender from making a subsequent Investment or Reinvestment Loan hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 7.1 or from making more than one assignment pursuant to this Section 3.17.1.

Assignment Amounts. At any time on or prior to the Commitment Scheduled Termination Date for the applicable Conduit InvestorDate, if the related Administrator any Managing Agent on behalf of such Conduit Investor in such Investor Group one of the Lenders so elects, by written notice to the Agent, the SPV Borrower hereby irrevocably requests and directs that such Conduit Investor the related Lender assign, and such Conduit Investor Lender does hereby assign effective on the Assignment Date referred to below all or such portions as may be elected by the Conduit Investor of such Lender of, its interest in the Net Investment and the Asset Interest at such time to the Committed Bank Investors in its Investor Group pursuant to this Section 3.1 2.14 and the SPV Borrower hereby agrees to pay the amounts described in Section 3.1(b)2.14; provided provided, however, that unless such assignment is an assignment of all of such Conduit InvestorLender’s interest in the Net Investment and the Asset Interest in whole on or after such Conduit the related Lender Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 2.14 if a Termination Event described in Section 8.1(g) Borrowing Base Deficiency shall then exist; and provided further provided, further, that no such assignment shall take place pursuant to this Section 3.1 2.14 at a time when an Event of Bankruptcy with respect to such Conduit Investor Lender exists. No further documentation or action on the part of such Conduit Investor Lender or the SPV Borrower shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator Managing Agent on behalf of such Conduit Investor Lender referred to in such sentence and the delivery by the related Administrator Agent of a copy of such notice to each Committed Bank Investor in its Investor Group (the date of the receipt by such Administrator the Agent of any such notice being the “Assignment Date”). Each Committed Bank Investor hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable Conduit Investor related Lender in immediately available funds to an account designated by the related AdministratorManaging Agent. Upon payment of its Assignment Amount, each related Committed Bank Investor shall acquire an interest in the Asset Interest and the Net Investment equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net Investment). Upon any assignment in whole by a Conduit Investor Lender to the Committed Bank Investors in its Investor Group on or after the Conduit related Lender Investment Termination Date as contemplated hereunder, such Conduit Investor Lender shall cease to make any additional Investments or Reinvestments Loans hereunder. At all times prior to the Conduit related Lender Investment Termination Date, nothing herein shall prevent the Conduit Investor such Lender from making a subsequent Investment or Reinvestment Loan hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 2.14 or from making more than one assignment pursuant to this Section 3.12.14.

Assignment Amounts. At any time on or prior to the Commitment Conduit Investment Termination Date for the applicable Conduit InvestorDate, if the related Administrator on behalf of such Conduit Investor in such Investor Group administrator for XX XXXX (the “Administrator”) so elects, by written notice to the Agent, the SPV Borrower hereby irrevocably requests and directs that such Conduit Investor XX XXXX assign, and such Conduit Investor XX XXXX does hereby assign effective on the Assignment Date referred to below all or such portions as may be elected by the Conduit Investor XX XXXX of its interest in the Net Investment and the Asset Interest Obligations at such time to the Committed Investors in its Investor Group Liquidity Banks pursuant to this Section 3.1 15.1 and the SPV Borrower hereby agrees to pay the amounts described in Section 3.1(b)15.1(b) within two (2) Business Days of its receipt of a notice thereof specifying the amounts owed pursuant thereto; provided that unless such assignment is an assignment of all of such Conduit Investor’s XX XXXX’x interest in the Net Investment and the Asset Interest Obligations in whole on or after such the Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 15.1 if a Termination an Event of Default described in Section 8.1(g10.1(e) shall then exist; and provided further that no such assignment shall take place pursuant to this Section 3.1 15.1 at a time when an Event of Bankruptcy with respect to such Conduit Investor XX XXXX exists. No further documentation or action on the part of such Conduit Investor XX XXXX or the SPV Borrower shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such Conduit Investor XX XXXX referred to in such sentence and the delivery by the related Administrator XX XXXX of a copy of such notice to each Committed Investor in its Investor Group Liquidity Bank (the date of the receipt by such Administrator of any such notice being the “Assignment Date”). Each Committed Investor Liquidity Bank hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable Conduit Investor XX XXXX in immediately available funds to an account designated by the related AdministratorXX XXXX. Upon payment of its Assignment Amount, each related Committed Investor Liquidity Bank shall acquire an interest in the Asset Interest and the Net Investment Obligations equal to its pro rata share (based on the outstanding portions of the Net Investment Obligations funded by it) of the assigned portion of the Net InvestmentObligations. Upon any assignment in whole by a Conduit Investor to the Committed Investors in its Investor Group on or At all times after the Conduit Investment Termination Date as contemplated hereunderDate, such Conduit Investor XX XXXX shall cease to make any additional Investments or Reinvestments Loans hereunder. At all times prior to the Conduit Investment Termination Date, nothing herein shall prevent the Conduit Investor XX XXXX from making a subsequent Investment or Reinvestment Loans hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 15.1 or from making more than one assignment pursuant to this Section 3.115.1.

Assignment Amounts. At any time on or prior to the Commitment Support Termination Date for the applicable Conduit InvestorBank Purchasers in the Quincy Related Group, if the related Quincy's Related Administrator on behalf of such Conduit Investor in such Investor Group Quincy so elects, by written notice to the AgentAdministrative Agent and the Bank Purchasers in the Quincy Related Group, the SPV hereby irrevocably requests and directs that such Conduit Investor assign, and such Conduit Investor Quincy does hereby assign effective on the Assignment Date referred to below all or such portions as may be elected by the Conduit Investor Quincy of its interest in the Net its Purchaser's Investment and the Asset Undivided Interest at such time to the Committed Investors in its Investor Group Bank Purchasers pursuant to this Section 3.1 1.10 and the SPV Seller hereby agrees to pay the amounts described in Section 3.1(b1.10(b); provided provided, however, that unless such assignment is an assignment of all of such Conduit Investor’s Quincy's interest in the Net its Purchaser's Investment and the Asset Undivided Interest in whole on or after such the date Quincy has provided written notice to its Related Administrator that it elects, in its sole discretion, to commence the amortization of its Purchaser's Investment (the "Conduit Investment Termination Date"), no such assignment shall take place pursuant to this Section 3.1 1.10 if a Termination Event described in Section 8.1(g10.1(h) shall then exist; and provided further provided, further, that no such assignment shall take place pursuant to this Section 3.1 1.10 at a time when an Event of Bankruptcy with respect to such Conduit Investor Quincy exists. No further documentation or action on the part of such Conduit Investor Quincy or the SPV Seller shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Related Administrator on behalf of such Conduit Investor Quincy referred to in such sentence and the delivery by the related Related Administrator of a copy of such notice to each Committed Investor in its Investor Group Related Bank Purchaser (the date of the receipt by such Administrator the Bank Purchasers of any such notice being the “"Assignment Date”"). Each Committed Investor Related Bank Purchaser of Quincy hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable Conduit Investor Quincy in immediately available funds to an account designated by the related AdministratorAdministrative Agent. Upon payment of its Assignment Amount, each related Committed such Bank Investor shall acquire an interest in the Asset Interest and the Net Quincy's Purchaser's Investment equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net such Purchaser's Investment. Upon any assignment in whole by a Conduit Investor Quincy to the Committed Investors in its Investor Group Related Bank Purchasers on or after the Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor Quincy shall cease to make any additional Investments Purchases or Reinvestments hereunder. At all times prior to the Conduit Investment Termination Date, nothing herein shall prevent the Conduit Investor Quincy from making a subsequent Investment Purchase or Reinvestment hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 1.10 or from making more than one assignment pursuant to this Section 3.11.10.

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit Investortime, if the related Administrator Managing Agent on behalf of such Conduit Investor in such Investor Group so elects, by written notice to the Agent, the SPV hereby irrevocably requests and directs that such Conduit Investor assign, and such Conduit Investor does hereby assign effective on the Assignment Date referred to below all or such portions as may be elected by the Conduit Investor of its interest in the Net Investment and the Asset Interest Portfolio at such time to the Committed Investors in its Investor Group pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b); provided that unless such assignment is an assignment of all of such Conduit Investor’s interest in the Net Investment and the Asset Interest Portfolio in whole on or after such Conduit Investment Termination Datewhole, no such assignment shall take place pursuant to this Section 3.1 if a Termination Event described in Section 8.1(g) shall then exist; and provided further that no such assignment shall take place pursuant to this Section 3.1 at a time when an Event of Bankruptcy with respect to such Conduit Investor exists. No further documentation or action on the part of such Conduit Investor or the SPV shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator Managing Agent on behalf of such Conduit Investor referred to in such sentence and the delivery by the related Administrator Managing Agent of a copy of such notice to each Committed Investor in its Investor Group (the date of the receipt by such Administrator Managing Agent of any such notice being the “Assignment Date”). Each Committed Investor hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable Conduit Investor in immediately available funds to an account designated by the related AdministratorManaging Agent. Upon payment of its Assignment Amount, each related Related Committed Investor shall acquire an interest in the Asset Interest Portfolio and the Net Investment equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net Investment. Upon any assignment in whole by a Conduit Investor to the Committed Investors in its Investor Group on or after the Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor shall cease to make any additional Investments or Reinvestments hereunder. At all times prior to the Conduit Investment Termination Date, nothing herein shall prevent the Conduit Investor from making a subsequent Investment or Reinvestment hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 or from making more than one assignment pursuant to this Section 3.1.

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit InvestorDate, if the related Administrator on behalf of such the Conduit Investor in such Investor Group so elects, by written notice to the Agent, the SPV Originator hereby irrevocably requests and directs that such the Conduit Investor assign, and such the Conduit Investor does hereby assign effective on the Assignment Date referred to below all or such portions as may be elected by the Conduit Investor of of, its interest in the Net Investment and the Asset Interest at such time to the Committed Alternate Investors in its Investor Group pursuant to this Section 3.1 and the SPV Originator hereby agrees to pay the amounts described in Section 3.1(b); provided provided, however, that unless such assignment is an assignment of all of such the Conduit Investor’s interest in the Net Investment and the Asset Interest in whole on or after such the Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 if a Termination Event described in Section 8.1(g) shall then exist; and provided further provided, further, that no such assignment shall take place pursuant to this Section 3.1 at a time when an Event of Bankruptcy with respect to such the Conduit Investor exists. No further documentation or action on the part of such the Conduit Investor or the SPV Originator shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such the Conduit Investor referred to in such sentence and the delivery by the related Administrator Agent of a copy of such notice to each Committed Alternate Investor in its Investor Group (the date of the receipt by such Administrator the Agent of any such notice being the “Assignment Date”). Each Committed Alternate Investor hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable Conduit Investor in immediately available funds to an account designated by the related AdministratorAgent. Upon payment of its Assignment Amount, each related Committed Alternate Investor shall acquire an interest in the Asset Interest and the Net Investment equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net InvestmentAlternate Investor Percentage thereof. Upon any assignment in whole by a the Conduit Investor to the Committed Alternate Investors in its Investor Group on or after the Conduit Investment Termination Date as contemplated hereunder, such the Conduit Investor shall cease to make any additional Investments or Reinvestments hereunder. At all times prior to the Conduit Investment Termination Date, nothing herein shall prevent the Conduit Investor from making a subsequent Investment or Reinvestment hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 or from making more than one assignment pursuant to this Section 3.1.

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit InvestorStated Maturity Date, if the related Administrator on behalf of such the applicable Conduit Investor in such Investor Group Lender so elects, by written notice to the Administrative Agent, the SPV hereby irrevocably requests and directs that such Conduit Investor assign, Borrower and such Conduit Investor does Lender’s Funding Agent, such Conduit Lender hereby assign assigns effective on the Assignment Date referred to below all or such portions as may be elected by the such Conduit Investor Lender of its interest in the Net Investment and the Asset Interest Principal Obligation at such time to the its Committed Investors in its Investor Group Lenders pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b)13.12; provided provided, however, that unless such assignment is an assignment of all of such Conduit InvestorXxxxxx’s interest in the Net Investment and the Asset Interest Principal Obligation in whole on or after such its Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 13.12 if a Termination an Event described in Section 8.1(g) of Default shall then exist; and provided further provided, further, that no such assignment shall take place pursuant to this Section 3.1 13.12 at a time when an Event of Bankruptcy with respect to such Conduit Investor existsLender is subject to any proceedings under any Debtor Relief Laws. No further documentation or action on the part of such Conduit Investor Lender, the Borrower, or the SPV applicable Committed Lenders shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such Conduit Investor Xxxxxx referred to in such sentence and the delivery by the related Administrator such Conduit Xxxxxx’s Funding Agent of a copy of such notice to each Committed Investor Lender in its Investor the Lender Group (the date of the receipt by such Administrator the Administrative Agent of any such notice being the “Assignment Date”). Each Committed Investor Lender hereby agrees, unconditionally and irrevocably and under all circumstances, without setoffset-off, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to such Conduit Lender in Same Day Funds in Dollars based on the applicable assigning Conduit Investor Xxxxxx’s interest in immediately available funds the Principal Obligation, to an account designated by the related Administratorsuch Conduit Xxxxxx’s Funding Agent. Upon payment of its Assignment Amount, each related such Committed Investor Lender shall acquire an interest in the Asset Interest and the Net Investment Principal Obligation equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net InvestmentCommitted Lender Percentage thereof. Upon any assignment in whole by a Conduit Investor Lender to the its Committed Investors in its Investor Group Lenders on or after the its Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor Lender shall cease to make any additional Investments or Reinvestments Loans hereunder. At all times prior to the its Conduit Investment Termination Date, nothing herein shall prevent the a Conduit Investor Lender from 4879-7367-7649 v.18 148 making a subsequent Investment or Reinvestment Loan hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 13.12 or from making more than one assignment pursuant to this Section 3.113.12.

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit InvestorStated Maturity Date, if the related Administrator on behalf of such the applicable Conduit Investor in such Investor Group Lender so elects, by written notice to the Administrative Agent, the SPV hereby irrevocably requests and directs that such Conduit Investor assign, Borrower and such Conduit Investor does Lender’s Funding Agent, such Conduit Lender hereby assign assigns effective on the Assignment Date referred to below all or such portions as may be elected by the such Conduit Investor Lender of its interest in the Net Investment and the Asset Interest Principal Obligation at such time to the its Committed Investors in its Investor Group Lenders pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b)13.12; provided provided, however, that unless such assignment is an assignment of all of such Conduit InvestorXxxxxx’s interest in the Net Investment and the Asset Interest Principal Obligation in whole on or after such its Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 13.12 if a Termination an Event described in Section 8.1(g) of Default shall then exist; and provided further provided, further, that 4857-3757-1665 v.17 138 no such assignment shall take place pursuant to this Section 3.1 13.12 at a time when an Event of Bankruptcy with respect to such Conduit Investor existsLender is subject to any proceedings under any Debtor Relief Laws. No further documentation or action on the part of such Conduit Investor Lender, the Borrower, or the SPV applicable Committed Lenders shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such Conduit Investor Xxxxxx referred to in such sentence and the delivery by the related Administrator such Conduit Xxxxxx’s Funding Agent of a copy of such notice to each Committed Investor Lender in its Investor the Lender Group (the date of the receipt by such Administrator the Administrative Agent of any such notice being the “Assignment Date”). Each Committed Investor Lender hereby agrees, unconditionally and irrevocably and under all circumstances, without setoffset-off, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to such Conduit Lender in Same Day Funds in Dollars based on the applicable assigning Conduit Investor Xxxxxx’s interest in immediately available funds the Principal Obligation, to an account designated by the related Administratorsuch Conduit Xxxxxx’s Funding Agent. Upon payment of its Assignment Amount, each related such Committed Investor Lender shall acquire an interest in the Asset Interest and the Net Investment Principal Obligation equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net InvestmentCommitted Lender Percentage thereof. Upon any assignment in whole by a Conduit Investor Lender to the its Committed Investors in its Investor Group Lenders on or after the its Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor Lender shall cease to make any additional Investments or Reinvestments Loans hereunder. At all times prior to the its Conduit Investment Termination Date, nothing herein shall prevent the a Conduit Investor Xxxxxx from making a subsequent Investment or Reinvestment Loan hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 13.12 or from making more than one assignment pursuant to this Section 3.113.12.

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit InvestorDate, if the related Administrator any Class Agent on behalf of such the related Conduit Investor in such Investor Group so elects, by written notice to the Agent, the SPV hereby irrevocably requests and directs that such Conduit Investor assignassign (the date of such assignment being the “Assignment Date” for such Class), and such Conduit Investor does hereby assign effective on the Assignment Date referred to below below, all or such portions as may be elected by the such Conduit Investor of its interest in of, the related Class Net Investment and the Asset Interest at such time to the Committed related Alternate Investors in its Investor Group pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b); provided provided, however, that unless such assignment is an assignment of all of such the Conduit Investor’s interest in the such Class Net Investment and the Asset Interest in whole on or after such the Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 if a Termination Event any event described in Section 8.1(gclause (iii) of the definition of “Conduit Investment Termination Date” shall then exist; and provided further provided, further, that no such assignment shall take place pursuant to this Section 3.1 at a time when an Event of Bankruptcy with respect to such Conduit Investor exists. No further documentation or action on the part of such a Conduit Investor or the SPV shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such Conduit Investor referred to in such sentence and the delivery by the related Administrator of a copy of such notice to each Committed Investor in its Investor Group (the date of the receipt by such Administrator of any such notice being the “Assignment Date”). Each Committed Alternate Investor hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such the related Assignment Date to the applicable related Conduit Investor in immediately available funds to an account designated by the related AdministratorClass Agent. Upon payment of its Assignment Amount, each related Committed such Alternate Investor shall acquire an interest in the Class Net Investment and the Asset Interest and the Net Investment equal to its pro rata share (based on the outstanding portions of the such Class Net Investment funded by it) of the assigned portion of the Net InvestmentAlternate Investor Percentage thereof. Upon any assignment in whole by a any Conduit Investor to the Committed related Alternate Investors in its Investor Group on or after the Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor shall cease to make any additional Investments or Reinvestments hereunder. At all times prior to the Conduit Investment Termination Date, nothing herein shall prevent the any Conduit Investor from making a subsequent Investment or Reinvestment hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 or from making more than one assignment pursuant to this Section 3.1.

Assignment Amounts. At any time on or prior to the Scheduled Commitment Termination Date for the applicable Conduit InvestorExpiry Date, if the related Administrator Funding Agent on behalf of such Conduit Investor in such Investor Group the CP Issuer so elects, by written notice to the Agent, the SPV hereby Transferor shall be deemed to have irrevocably requests requested and directs directed that such Conduit Investor the CP Issuer assign, and such Conduit Investor does hereby the CP Issuer shall assign effective on the Assignment Date referred to below all or such portions as may be elected by the Conduit Investor of CP Issuer of, its interest in the Net Investment and the Asset Transferred Interest at such time to the Committed Investors in its Investor Group APA Banks pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b); provided that unless such assignment is an assignment of all of such Conduit Investor’s interest in the Net Investment and the Asset Interest in whole on or after such Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 if a Termination Event described in Section 8.1(g) shall then exist; and provided further that no such assignment shall take place pursuant to this Section 3.1 at a time when an Event of Bankruptcy with respect to such Conduit Investor exists10.7. No further documentation or action on the part of such Conduit Investor the CP Issuer or the SPV Transferor shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator Funding Agent on behalf of such Conduit Investor the CP Issuer referred to in such sentence and the delivery by the related Administrator Administrative Agent of a copy of such notice to each Committed Investor in its Investor Group APA Bank (the date of the receipt by such Administrator the Administrative Agent of any such notice being the “Assignment Date”). Each Committed Investor APA Bank hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount (as defined below) on such Assignment Date to the applicable Conduit Investor CP Issuer in immediately available funds to an account designated by the related AdministratorAdministrative Agent. Upon payment of its Assignment Amount, each related Committed Investor APA Bank shall acquire an interest in the Asset Transferred Interest and the Net Investment equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net InvestmentAPA Bank Percentage thereof. Upon any assignment in whole by a Conduit Investor the CP Issuer to the Committed Investors in its Investor Group APA Banks on or after the Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor the CP Issuer shall cease to make acquire any additional Investments or Reinvestments Transferred Interests hereunder. At all times prior to the Conduit Investment Termination Date, nothing herein shall prevent the Conduit Investor CP Issuer from making a subsequent Investment or Reinvestment acquiring additional Transferred Interests hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 10.7 or from making more than one assignment pursuant to this Section 3.110.7.

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit Investortime, if the related Administrator on behalf of such the Conduit Investor in such Investor Group Purchaser so elects, by written notice to the AgentAdministrative Agent and the Servicer, the SPV Servicer on behalf of the Seller hereby irrevocably requests and directs that such the Conduit Investor Purchaser assign, and such the Conduit Investor Purchaser does hereby assign assign, effective on the Assignment Date referred to below all or such portions as may be elected by the Conduit Investor Purchaser of its interest in the Net Investment and the Asset Interest at such time to the Committed Investors in its Investor Group Alternate Purchasers pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b)3.1; provided that unless such assignment is an assignment of all of such Conduit Investor’s interest in the Net Investment and the Asset Interest in whole on or after such Conduit Investment Termination Dateprovided, no such assignment shall take place pursuant to this Section 3.1 if a Termination Event described in Section 8.1(g) shall then exist; and provided further however, that no such assignment shall take place pursuant to this Section 3.1 at a time when an Event of Bankruptcy with respect to such the Conduit Investor Purchaser exists. No further documentation or action on the part of such the Conduit Investor Purchaser or the SPV Seller shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such the Conduit Investor Purchaser referred to in such sentence and the delivery by the related Administrator Administrative Agent of a copy of such notice to each Committed Investor in its Investor Group Alternate Purchaser (the date of the receipt by such Administrator the Administrative Agent of any such notice being the “Assignment Date”). Each Committed Investor Alternate Purchaser hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable Conduit Investor Purchaser in immediately available funds to an account designated by the related AdministratorAdministrative Agent. Upon payment of its Assignment Amount, each related Committed Investor Alternate Purchaser shall acquire an interest in the Asset Interest and the Net Investment equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net Investment. Upon any assignment in whole by a Conduit Investor to the Committed Investors in its Investor Group on or after the Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor shall cease to make any additional Investments or Reinvestments hereunder. At all times prior to the Conduit Investment Termination Date, nothing herein shall prevent the Conduit Investor from making a subsequent Investment or Reinvestment hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 or from making more than one assignment pursuant to this Section 3.1Alternate Purchaser Percentage thereof.

Assignment Amounts. At any time on or prior to the Commitment Facility Termination Date for the applicable Conduit InvestorLender, if the related Administrator on behalf of such Conduit Investor Lender in such Investor Lender Group so elects, by written notice to the Administrative Agent, the SPV Borrower hereby irrevocably requests and directs that such Conduit Investor Lender assign, and such Conduit Investor Lender does hereby assign effective on the Assignment Date referred to below all or such portions as may be elected by the Conduit Investor Lender of its interest in the Net Investment and the Asset Interest Advances at such time to the Committed Investors Lenders in its Investor Lender Group pursuant to this Section 3.1 13.01 and the SPV Borrower hereby agrees to pay the amounts described in Section 3.1(b13.01(b); provided that unless such assignment is an assignment of all of such Conduit InvestorLender’s interest in the Net Investment and the Asset Interest Advances in whole on or after such Conduit Lender’s Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 13.01 if a Termination Event described in Section 8.1(g8.01(x) shall then exist; and provided further that no such assignment shall take place pursuant to this Section 3.1 13.01 at a time when an Event of Bankruptcy with respect to such Conduit Investor Lender exists. No further documentation or action on the part of such Conduit Investor Lender or the SPV Borrower shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such Conduit Investor Lender referred to in such sentence and the delivery by the related Administrator of a copy of such notice to each Committed Investor Lender in its Investor Lender Group (the date of the receipt by such Administrator of any such notice being the “Assignment Date”). Each Committed Investor Lender in the applicable Conduit Lender’s Lender Group hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable Conduit Investor Lender in immediately available funds to an account designated by the related Administrator. Upon payment of its Assignment Amount, each related Committed Investor Lender shall acquire an interest in the Asset Interest and the Net Investment Advances equal to its pro rata share (based on the outstanding portions of the Net Investment Advances funded by it) of the assigned portion of the Net InvestmentAdvances. Upon any assignment in whole by a Conduit Investor Lender to the Committed Investors Lenders in its Investor Lender Group on or after the such Conduit Lender’s Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor Lender shall cease to make any additional Investments or Reinvestments Advances hereunder. At all times prior to the a Conduit Lender’s Conduit Investment Termination Date, nothing herein shall prevent the a Conduit Investor Lender from making a subsequent Investment or Reinvestment Advance hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 13.01 or from making more than one assignment pursuant to this Section 3.113.01.

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit InvestorStated Maturity Date, if the related Administrator on behalf of such the applicable Conduit Investor in such Investor Group Lender so elects, by written notice to the Administrative Agent, the SPV hereby irrevocably requests and directs that such Conduit Investor assign, Borrower and such Conduit Investor does Lender’s Funding Agent, such Conduit Lender hereby assign assigns effective on the Assignment Date referred to below all or such portions as may be elected by the such Conduit Investor Lender of its interest in the Net Investment and the Asset Interest Principal Obligation at such time to the its Committed Investors in its Investor Group Lenders pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b)13.12; provided provided, however, that unless such assignment is an assignment of all of such Conduit InvestorLender’s interest in the Net Investment and the Asset Interest Principal Obligation in whole on or after such its Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 13.12 if a Termination an Event described in Section 8.1(g) of Default shall then exist; and provided further provided, further, that no such assignment shall take place pursuant to this Section 3.1 13.12 at a time when an Event of Bankruptcy with respect to such Conduit Investor existsLender is subject to any proceedings under any Debtor Relief Laws. No further documentation or action on the part of such Conduit Investor Lender, the Borrower, or the SPV applicable Committed Lenders shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such Conduit Investor Lender referred to in such sentence and the delivery by the related Administrator such Conduit Lender’s Funding Agent of a copy of such notice to each Committed Investor Lender in its Investor the Lender Group (the date of the receipt by such Administrator the Administrative Agent of any such notice being the “Assignment Date”). Each Committed Investor Lender hereby agrees, unconditionally and irrevocably and under all circumstances, without setoffset-off, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to such Conduit Lender in Same Day Funds in Dollars based on the applicable assigning Conduit Investor Lender’s interest in immediately available funds the Principal Obligation, to an account designated by the related Administratorsuch Conduit Lender’s Funding Agent. Upon payment of its Assignment Amount, each related such Committed Investor Lender shall acquire an interest in the Asset Interest and the Net Investment Principal Obligation equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net InvestmentCommitted Lender Percentage thereof. Upon any assignment in whole by a Conduit Investor Lender to the its Committed Investors in its Investor Group Lenders on or after the its Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor Lender shall cease to make any additional Investments or Reinvestments Loans hereunder. At all times prior to the its Conduit Investment Termination Date, nothing herein shall prevent the a Conduit Investor Lender from making a subsequent Investment or Reinvestment Loan hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 13.12 or from making more than one assignment pursuant to this Section 3.113.12.

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit InvestorStated Maturity Date, if the related Administrator on behalf of such the applicable Conduit Investor in such Investor Group Lender so elects, by written notice to the Administrative Agent, the SPV hereby irrevocably requests and directs that such Conduit Investor assign, Borrower and such Conduit Investor does Lender’s Funding Agent, such Conduit Lender hereby assign assigns effective on the Assignment Date referred to below all or such portions as may be elected by the such Conduit Investor Lender of its interest in the Net Investment and the Asset Interest Principal Obligation at such time to the its Committed Investors in its Investor Group Lenders pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b)13.12; provided provided, however, that unless such assignment is an assignment of all of such Conduit InvestorLender’s interest in the Net Investment and the Asset Interest Principal Obligation in whole on or after such its Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 13.12 if a Termination an Event described in Section 8.1(g) of Default shall then exist; and provided further provided, further, that no such assignment shall take place pursuant to this Section 3.1 13.12 at a time when an Event of Bankruptcy with respect to such Conduit Investor existsLender is subject to any proceedings under any Debtor Relief Laws. No further documentation or action on the part of such Conduit Investor Lender, the Borrower, or the SPV applicable Committed Lenders shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such Conduit Investor Lender referred to in such sentence and the delivery by the related Administrator such Conduit Lender’s Funding Agent of a copy of such notice to each Committed Investor Lender in its Investor the Lender Group (the date of the receipt by such Administrator the Administrative Agent of any such notice being the “Assignment Date”). Each Committed Investor Lender hereby agrees, unconditionally and irrevocably and under all circumstances, without setoffset-off, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable such Conduit Investor Lender in immediately available funds in Dollars based on the assigning Conduit Lender’s interest in the Principal Obligation, to an account designated by the related Administratorsuch Conduit Lender’s Funding Agent. Upon payment of its Assignment Amount, each related such Committed Investor Lender shall acquire an interest in the Asset Interest and the Net Investment Principal Obligation equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net InvestmentCommitted Lender Percentage thereof. Upon any assignment in whole by a Conduit Investor Lender to the its Committed Investors in its Investor Group Lenders on or after the its Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor Lender shall cease to make any additional Investments or Reinvestments Loans hereunder. At all times prior to the its Conduit Investment Termination Date, nothing herein shall prevent the a Conduit Investor Lender from making a subsequent Investment or Reinvestment Loan hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 13.12 or from making more than one (1) assignment pursuant to this Section 3.113.12.

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit InvestorStated Maturity Date, if the related Administrator on behalf of such the applicable Conduit Investor in such Investor Group Lender so elects, by written notice to the Administrative Agent, the SPV hereby irrevocably requests and directs that such Conduit Investor assign, Borrower and such Conduit Investor does Lender’s Funding Agent, such Conduit Lender hereby assign assigns effective on the Assignment Date referred to below all or such portions as may be elected by the such Conduit Investor Lender of its interest in the Net Investment and the Asset Interest Principal Obligation at such time to the its Committed Investors in its Investor Group Lenders pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b)13.12; provided provided, however, that unless such assignment is an assignment of all of such Conduit InvestorLender’s interest in the Net Investment and the Asset Interest Principal Obligation in whole on or after such its Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 13.12 if a Termination an Event described in Section 8.1(g) of Default shall then exist; and provided further provided, further, that no such assignment shall take place pursuant to this Section 3.1 13.12 at a time when an Event of Bankruptcy with respect to such Conduit Investor existsLender is subject to any proceedings under any Debtor Relief Laws. No further documentation or action on the part of such Conduit Investor Lender, the Borrower, or the SPV applicable Committed Lenders shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such Conduit Investor Lender referred to in such sentence and the delivery by the related Administrator such Conduit Lender’s Funding Agent of a copy of such notice to each Committed Investor Lender in its Investor the Lender Group (the date of the receipt by such Administrator the Administrative Agent of any such notice being the “Assignment Date”). Each Committed Investor Lender hereby agrees, unconditionally and irrevocably and under all circumstances, without setoffset-off, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable such Conduit Investor Lender in immediately available funds in Dollars based on the assigning Conduit Lender’s interest in the Principal Obligation, to an account designated by the related Administratorsuch Conduit Lender’s Funding Agent. Upon payment of its Assignment Amount, each related such Committed Investor Lender shall acquire an interest in the Asset Interest and the Net Investment Principal Obligation equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net InvestmentCommitted Lender Percentage thereof. Upon any assignment in whole by a Conduit Investor Lender to the its Committed Investors in its Investor Group Lenders on or after the its Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor Lender shall cease to make any additional Investments or Reinvestments Loans hereunder. At all times prior to the its Conduit Investment Termination Date, nothing herein shall prevent the a Conduit Investor from making a subsequent Investment or Reinvestment hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 or from making more than one assignment pursuant to this Section 3.1.Lender from

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit InvestorStated Maturity Date, if the related Administrator on behalf of such the applicable Conduit Investor in such Investor Group Lender so elects, by written notice to the Administrative Agent, the SPV hereby irrevocably requests and directs that such Conduit Investor assign, Borrower and such Conduit Investor does Lender’s Funding Agent, such Conduit Lender hereby assign assigns effective on the Assignment Date referred to below all or such portions as may be elected by the such Conduit Investor Lender of its interest in the Net Investment and the Asset Interest Principal Obligation at such time to the its Committed Investors in its Investor Group Lenders pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b)13.12; provided provided, however, that unless such assignment is an assignment of all of such Conduit InvestorXxxxxx’s interest in the Net Investment and the Asset Interest Principal Obligation in whole on or after such its Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 13.12 if a Termination an Event described in Section 8.1(g) of Default shall then exist; and provided further provided, further, that no such assignment shall take place pursuant to this Section 3.1 13.12 at a time when an Event of Bankruptcy with respect to such Conduit Investor existsLender is subject to any proceedings under any Debtor Relief Laws. No further documentation or action on the part of such Conduit Investor Lender, the Borrower, or the SPV applicable Committed Lenders shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such Conduit Investor Xxxxxx referred to in such sentence and the delivery by the related Administrator such Conduit Xxxxxx’s Funding Agent of a copy of such notice to each Committed Investor Lender in its Investor the Lender Group (the date of the receipt by such Administrator the Administrative Agent of any such notice being the “Assignment Date”). Each Committed Investor Lender hereby agrees, unconditionally and irrevocably and under all circumstances, without setoffset-off, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to such Conduit Lender in Same Day Funds in Dollars based on the applicable assigning Conduit Investor Xxxxxx’s interest in immediately available funds the Principal Obligation, to an account designated by the related Administratorsuch Conduit Xxxxxx’s Funding Agent. Upon payment of its Assignment Amount, each related such Committed Investor Lender shall acquire an interest in the Asset Interest and the Net Investment Principal Obligation equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net InvestmentCommitted Lender Percentage thereof. Upon any assignment in whole by a Conduit Investor Lender to the its Committed Investors in its Investor Group Lenders on or after the its Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor Lender shall cease to make any additional Investments or Reinvestments Loans hereunder. At all times prior to the its Conduit Investment Termination Date, nothing herein shall prevent the a Conduit Investor Xxxxxx from making a subsequent Investment or Reinvestment Loan hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 13.12 or from making more than one assignment pursuant to this Section 3.113.12.

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit Investor, if the related Administrator on behalf of such Conduit Investor in such Investor Group so elects, by written notice to the Agent, the SPV hereby irrevocably requests and directs that such Conduit Investor assign, and such Conduit Investor does hereby assign effective on the Assignment Date referred to below all or such portions as may be elected by the Conduit Investor of its interest in the Net Investment and the Asset Interest at such time to the Committed Investors in its Investor Group pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b); provided that unless such assignment signment is an assignment of all of such Conduit Investor’s interest in the Net Investment and the Asset Interest in whole on or after such Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 if a Termination Event described in Section 8.1(g) shall then exist; and provided further that no such assignment shall take place pursuant to this Section 3.1 at a time when an Event of Bankruptcy with respect to such Conduit Investor exists. No further documentation or action on the part of such Conduit Investor or the SPV shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such Conduit Investor referred to in such sentence and the delivery by the related Administrator of a copy of such notice to each Committed Investor in its Investor Group (the date of the receipt by such Administrator of any such notice being the “Assignment Date”). Each Committed Investor hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable Conduit Investor in immediately available funds to an account designated by the related Administrator. Upon payment of its Assignment Amount, each related Committed Investor shall acquire an interest in the Asset Interest and the Net Investment equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net Investment. Upon any assignment in whole by a Conduit Investor to the Committed Investors in its Investor Group on or after the Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor shall cease to make any additional Investments or Reinvestments hereunder. At all times prior to the Conduit Investment Termination Date, nothing herein shall prevent the Conduit Investor from making a subsequent Investment or Reinvestment hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 or from making more than one assignment pursuant to this Section 3.1.

Assignment Amounts. At any time on or prior to the Commitment Funding Termination Date for the applicable Conduit InvestorDate, if the related Administrator Purchaser Agent on behalf of such the related Conduit Investor in such Investor Group so elects, by written notice to the Administrative Agent, the SPV Seller hereby irrevocably requests and directs that such designated Conduit Investor assign, and such Conduit Investor does hereby assign effective on the Assignment Date referred to below all or such portions as may be elected by the such Conduit Investor of of, its interest in the Net Investment related Purchaser Group Invested Amount and the Asset Interest at such time to the Committed Alternate Investors in its Investor that are members of such Purchaser Group pursuant to this Section 3.1 3A.1 (each such portion, an “Assignment Amount”) and the SPV Seller hereby agrees to pay the amounts described in Section 3.1(b3A.1(b); provided provided, however, that unless such assignment is an assignment of all of such the Conduit Investor’s interest in the Net Investment related Purchaser Group Invested Amount and the Asset Interest in whole on or after such Conduit Investment the Funding Termination Date, no such assignment shall take place pursuant to this Section 3.1 3A.1 if a Termination Liquidation Event described in Section 8.1(g10.1(j) shall then exist; and provided further provided, further, that no such assignment shall take place pursuant to this Section 3.1 3A.1 at a time when an Event of Bankruptcy with respect to such Conduit Investor exists. No further documentation or action on the part of such a Conduit Investor or the SPV Seller shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator Purchaser Agent on behalf of such Conduit Investor referred to in such sentence and the delivery by the related Administrator Purchaser Agent of a copy of such notice to each Committed Alternate Investor in its Investor that is a member of such Purchaser Group (the date of the receipt by such Administrator of any such notice being the “Assignment Date”). Each Committed Alternate Investor in a Purchaser Group hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable related Conduit Investor in immediately available funds to an account designated by the related AdministratorPurchaser Agent. Upon payment of its Assignment Amount, each related Committed such Alternate Investor shall acquire an interest in the Asset Interest and the Net Investment related Purchaser Group Invested Amount equal to its pro rata share (based on the outstanding portions of the Net Investment related Purchaser Group Invested Amount funded by it) of the assigned portion of the Net Investmentsuch Purchaser Group Invested Amount. Upon any assignment in whole by a Conduit Investor to the Committed Alternate Investors in its Investor the related Purchaser Group on or after the Conduit Investment Funding Termination Date as contemplated hereunder, such Conduit Investor shall cease to make any additional Investments Purchases or Reinvestments hereunder. At all times prior to the Conduit Investment Funding Termination Date, nothing herein shall prevent the any Conduit Investor from making a subsequent Investment Purchase or Reinvestment hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 3A.1 or from making more than one assignment pursuant to this Section 3.13A.1.

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit InvestorStated Maturity Date, if the related Administrator on behalf of such the applicable Conduit Investor in such Investor Group Lender so elects, by written notice to the Administrative Agent, the SPV hereby irrevocably requests and directs that such Conduit Investor assign, Borrower and such Conduit Investor does Lender’s Funding Agent, such Conduit Lender hereby assign assigns effective on the Assignment Date referred to below all or such portions as may be elected by the such Conduit Investor Lender of its interest in the Net Investment and the Asset Interest Principal Obligation at such time to the its Committed Investors in its Investor Group Lenders pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b)13.12; provided provided, however, that unless such assignment is an assignment of all of such Conduit InvestorXxxxxx’s interest in the Net Investment and the Asset Interest Principal Obligation in whole on or after such its Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 13.12 if a Termination an Event described in Section 8.1(g) of Default shall then exist; and provided further provided, further, that no such assignment shall take place pursuant to this Section 3.1 13.12 at a time when an Event of Bankruptcy with respect to such Conduit Investor existsLender is subject to any proceedings under any Debtor Relief Laws. No further documentation or action on the part of such Conduit Investor Lender, the Borrower, or the SPV applicable Committed Lenders shall be required to exercise the rights set forth in the immediately preceding sentence, other than 146 the giving of the notice by the related Administrator on behalf of such Conduit Investor Xxxxxx referred to in such sentence and the delivery by the related Administrator such Conduit Xxxxxx’s Funding Agent of a copy of such notice to each Committed Investor Lender in its Investor the Lender Group (the date of the receipt by such Administrator the Administrative Agent of any such notice being the “Assignment Date”). Each Committed Investor Lender hereby agrees, unconditionally and irrevocably and under all circumstances, without setoffset-off, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable such Conduit Investor Lender in immediately available funds fundsSame Day Funds in Dollars based on the assigning Conduit Xxxxxx’s interest in the Principal Obligation, to an account designated by the related Administratorsuch Conduit Xxxxxx’s Funding Agent. Upon payment of its Assignment Amount, each related such Committed Investor Lender shall acquire an interest in the Asset Interest and the Net Investment Principal Obligation equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net InvestmentCommitted Lender Percentage thereof. Upon any assignment in whole by a Conduit Investor Lender to the its Committed Investors in its Investor Group Lenders on or after the its Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor Lender shall cease to make any additional Investments or Reinvestments Loans hereunder. At all times prior to the its Conduit Investment Termination Date, nothing herein shall prevent the a Conduit Investor Xxxxxx from making a subsequent Investment or Reinvestment Loan hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 13.12 or from making more than one assignment pursuant to this Section 3.113.12.

Assignment Amounts. At any time on or prior to the Commitment ------------------ Termination Date for the applicable Conduit InvestorDate, if (i) the related Administrator EFC Funding Agent on behalf of such the EFC Conduit Investor in such Investor Group so elects, by written notice to the Administrative Agent, or (ii) the EFC Conduit Investor has delivered notice to the SPV and the Administrative Agent of the Conduit Investment Termination Date, then in each such case, the SPV hereby irrevocably requests and directs that such the EFC Conduit Investor assign, and such the EFC Conduit Investor does hereby assign effective on the Assignment Date referred to below all or such portions as may be elected by the EFC Conduit Investor of of, its interest in the Net Investment and the Asset Interest at such time to the Committed EFC Alternate Investors in its Investor Group pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in ----------- Section 3.1(b); provided provided, however, that unless such -------------- assignment is an assignment of all of such the EFC Conduit Investor’s 's interest in the Net Investment and the Asset Interest in whole on or after such the Conduit Investment Termination DateDate with respect to the EFC Conduit Investor, no such assignment shall take place pursuant to this Section 3.1 if a ----------- Termination Event described in Section 8.1(g) shall then exist; and provided further ------------- provided, further, that no such assignment shall take place pursuant to this Section 3.1 at a time when an Event of Bankruptcy with respect to such ----------- the EFC Conduit Investor exists. No further documentation or action on the part of such the EFC Conduit Investor or the SPV shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator EFC Funding Agent on behalf of such the EFC Conduit Investor referred to in such sentence and the delivery by the related Administrator EFC Funding Agent or the EFC Conduit Investor of a copy of such notice specified in clause (i) or (ii) in the preceding sentence to each Committed Related Alternate Investor in its Investor Group (the date of the receipt by such Administrator the EFC Funding Agent of any such notice being the “"Assignment Date”"). Each Committed EFC Alternate -------------- Investor hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable EFC Conduit Investor in immediately available funds to an account designated by the related AdministratorEFC Funding Agent. If by 2:00 P.M. (New York City Time) on the Assignment Date, one or more EFC Alternate Investors (each, a "Defaulting Alternate Investor", and each EFC Alternate Investor other than any ----------------------------- Defaulting Alternate Investor being referred to as a "Non-Defaulting Alternate ------------------------ Investor") fails to pay its Assignment Amount (the aggregate amount not so made ------- available to the EFC Conduit Investor being herein called the "Assignment ---------- Amount Deficit"), then the EFC Funding Agent shall, by no later than 2:30 P.M. -------------- (New York City time) on the Assignment Date, instruct each Non-Defaulting Alternate Investor to pay, by no later than 3:00 P.M. (New York City time) on the Assignment Date, in immediately available funds, to the account designated by the EFC Conduit Investor, an amount equal to the lesser of (x) such Non-Defaulting Alternate Investor's proportionate share (based upon the relative Commitments of the Non-Defaulting Alternate Investors) of the Assignment Amount Deficit and (y) its unused Commitment. A Defaulting Alternate Investor shall forthwith, upon demand, pay to the EFC Funding Agent for the ratable benefit of the Non-Defaulting Alternate Investors all amounts paid by each Non-Defaulting Alternate Investor on behalf of such Defaulting Alternate Investor, together with interest thereon for each day from the date a payment was made by a Non-Defaulting Alternate Investor until the date of such Non-Defaulting Alternate Investor has been paid such amounts in full at a rate per annum equal to the Base Rate plus two percent (2%). In addition, if, after giving effect to the provisions of the immediately preceding sentence, any Assignment Amount Deficit continues to exist, each such Defaulting Alternate Investor shall pay interest to the EFC Funding Agent on such Defaulting Alternate Investor's portion of such remaining Assignment Amount Deficit, at a rate per annum equal to the rate determined in accordance with clause (i) of the definition of "Base Rate" plus two percent (2%), for each day from the Assignment Date until the date such Defaulting Alternate Investor shall pay its portion of such remaining Assignment Amount Deficit in full to the EFC Conduit Investor. Upon payment of its Assignment Amount, each related Committed EFC Alternate Investor shall acquire an interest in the Asset Interest and the Net Investment equal to its pro rata share (based on the --- ---- outstanding portions of the Net Investment funded by it) of the assigned portion of the Net InvestmentAlternate Investor Percentage thereof. Upon any assignment in whole by a the EFC Conduit Investor to the Committed EFC Alternate Investors in its Investor Group on or after the Conduit Investment Termination Date as contemplated hereunder, such the EFC Conduit Investor shall cease to make any additional Investments or Reinvestments hereunder. At all times prior to the Conduit Investment Termination Date, nothing herein shall prevent the EFC Conduit Investor from making a subsequent Investment or Reinvestment hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 or from making more than one assignment pursuant to this Section 3.1.. -----------

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit InvestorStated Maturity Date, if the related Administrator on behalf of such the Conduit Investor in such Investor Group Lender so elects, by written notice to the AgentFunding Agent and the Borrower, the SPV Conduit Lender hereby irrevocably requests and directs that such Conduit Investor assign, and such Conduit Investor does hereby assign assigns effective on the Assignment Date referred to below all or such portions as may be elected by the Conduit Investor Lender of its interest in the Net Investment and the Asset Interest Principal Obligation at such time to the Committed Investors in its Investor Group Lender pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b)11.11; provided provided, however, that unless such assignment is an assignment of all of such Conduit InvestorLender’s interest in the Net Investment and the Asset Interest Principal Obligation in whole on or after such its Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 11.11 if a Termination an Event described in Section 8.1(g) of Default shall then exist; and provided further provided, further, that no such assignment shall take place pursuant to this Section 3.1 11.11 at a time when an Event of Bankruptcy with respect Conduit Lender is subject to such Conduit Investor existsany proceedings under any Debtor Relief Laws. No further documentation or action on the part of such Conduit Investor Lender, the Borrower, or the SPV Committed Lenders shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such Conduit Investor Lender referred to in such sentence and the delivery by the related Administrator Conduit Lender’s Funding Agent of a copy of such notice to each Committed Investor Lender in its Investor the Lender Group (the date of the receipt by such Administrator the Funding Agent of any such notice being the “Assignment Date”). Each Committed Investor Lender hereby agrees, unconditionally and irrevocably and under all circumstances, without setoffset-off, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable Conduit Investor Lender in immediately available funds in Dollars based on the assigning Conduit Lender’s interest in the Principal Obligation, to an account designated by the related AdministratorConduit Lender’s Funding Agent. Upon payment of its Assignment Amount, each related Committed Investor Lender shall acquire an interest in the Asset Interest and the Net Investment Principal Obligation equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net InvestmentCommitted Lender Percentage thereof. Upon any assignment in whole by a Conduit Investor Lender to the its Committed Investors in its Investor Group Lenders on or after the its Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor Lender shall cease to make any additional Investments or Reinvestments Loans hereunder. At all times prior to the its Conduit Investment Termination Date, nothing herein shall prevent the Conduit Investor Lender from making a subsequent Investment or Reinvestment Loan hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 11.11 or from making more than one assignment pursuant to this Section 3.111.11.

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit InvestorDate, if the related Administrator on behalf of such the Conduit Investor in such Investor Group so elects, by written notice to the Agent, the SPV hereby irrevocably requests and directs that such the Conduit Investor assign, and such the Conduit Investor does hereby assign effective on the Assignment Date referred to below all or such portions as may be elected by the Conduit Investor of of, its interest in the Net Investment and the Asset Interest at such time to the Committed Alternate Investors in its Investor Group pursuant to this Section SECTION 3.1 and the SPV hereby agrees to pay the amounts described in Section SECTION 3.1(b); provided PROVIDED, HOWEVER, that unless such assignment is an assignment of all of such the Conduit Investor’s 's interest in the Net Investment and the Asset Interest in whole on or after such the Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section SECTION 3.1 if a Termination Event described in Section SECTION 8.1(g) shall then exist; and provided further PROVIDED, FURTHER, that no such assignment shall take place pursuant to this Section SECTION 3.1 at a time when an Event of Bankruptcy with respect to such the Conduit Investor exists. No further documentation or action on the part of such the Conduit Investor or the SPV shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such the Conduit Investor referred to in such sentence and the delivery by the related Administrator Agent of a copy of such notice to each Committed Alternate Investor in its Investor Group (the date of the receipt by such Administrator the Agent of any such notice being the “Assignment Date”"ASSIGNMENT DATE"). Each Committed Alternate Investor hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable Conduit Investor in immediately available funds to an account designated by the related AdministratorAgent. Upon payment of its Assignment Amount, each related Committed Alternate Investor shall acquire an interest in the Asset Interest and the Net Investment equal to its pro rata PRO RATA share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net InvestmentAlternate Investor Percentage thereof. Upon any assignment in whole by a the Conduit Investor to the Committed Alternate Investors in its Investor Group on or after the Conduit Investment Termination Date as contemplated hereunder, such the Conduit Investor shall cease to make any additional Investments or Reinvestments hereunder. At all times prior to the Conduit Investment Termination Date, nothing herein shall prevent the Conduit Investor from making a subsequent Investment or Reinvestment hereunder, in its sole discretion, following any assignment pursuant to this Section SECTION 3.1 or from making more than one assignment pursuant to this Section SECTION 3.1.

Assignment Amounts. At any time on or prior to the Commitment Scheduled Termination Date for the applicable Conduit InvestorDate, if the related Administrator Administrative Trustee on behalf of such Conduit Investor in such Investor Group the Lender so elects, by written notice to the Agent, the SPV Borrower hereby irrevocably requests and directs that such Conduit Investor the Lender assign, and such Conduit Investor the Lender does hereby assign assign, effective on the Assignment Date referred to below below, all or such portions as may be elected by the Conduit Investor Lender of its interest in the Net Investment and the Asset Interest at such time to the Committed Bank Investors in its Investor Group pursuant to this Section 3.1 2.13 and the SPV Borrower hereby agrees to pay the amounts described in this Section 3.1(b)2.13; provided provided, however, that unless such assignment is an assignment of all of such Conduit Investorthe Lender’s interest in the Net Investment and the Asset Interest in whole on or after such Conduit the Lender Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 2.13 if a Termination Event described in Section 8.1(g) Borrowing Base Deficiency shall then exist; and provided further provided, further, that no such assignment shall take place pursuant to this Section 3.1 2.13 at a time when an Event of Bankruptcy with respect to such Conduit Investor the Lender exists. No further documentation or action on the part of such Conduit Investor the Lender or the SPV Borrower shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator Administrative Trustee on behalf of such Conduit Investor the Lender referred to in such sentence and the delivery by the related Administrator Agent of a copy of such notice to each Committed Bank Investor in its Investor Group (the date of the receipt by such Administrator the Agent of any such notice being the “Assignment Date”). Each Committed Bank Investor hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable Conduit Investor Lender in immediately available funds to an account designated by the related AdministratorAgent. Upon payment of its Assignment Amount, each related Committed Bank Investor shall acquire an interest in the Asset Interest and the Net Investment equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net Investment). Upon any assignment in whole by a Conduit Investor the Lender to the Committed Bank Investors in its Investor Group on or after the Conduit Lender Investment Termination Date as contemplated hereunder, such Conduit Investor the Lender shall cease to make any additional Investments or Reinvestments Loans hereunder. At all times prior to the Conduit Lender Investment Termination Date, nothing herein shall prevent the Conduit Investor Lender from making a subsequent Investment or Reinvestment Loan hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 2.13 or from making more than one assignment pursuant to this Section 3.12.13.

Assignment Amounts. At any time on or prior to the Commitment Termination Date for the applicable Conduit InvestorStated Maturity Date, if the related Administrator on behalf of such the applicable Conduit Investor in such Investor Group Lender so elects, by written notice to the Administrative Agent, the SPV hereby irrevocably requests and directs that such Conduit Investor assign, Borrower and such Conduit Investor does Lender's Funding Agent, such Conduit Lender hereby assign assigns effective on the Assignment Date referred to below all or such portions as may be elected by the such Conduit Investor Lender of its interest in the Net Investment and the Asset Interest Principal Obligation at such time to the its Committed Investors in its Investor Group Lenders pursuant to this Section 3.1 and the SPV hereby agrees to pay the amounts described in Section 3.1(b)13.12; provided provided, however, that unless such assignment is an assignment of all of such Conduit Investor’s Lender's interest in the Net Investment and the Asset Interest Principal Obligation in whole on or after such its Conduit Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 13.12 if a Termination an Event described in Section 8.1(g) of Default shall then exist; and provided further provided, further, that no such assignment shall take place pursuant to this Section 3.1 13.12 at a time when an Event of Bankruptcy with respect to such Conduit Investor existsLender is subject to any proceedings under any Debtor Relief Laws. No further documentation or action on the part of such Conduit Investor Lender, the Borrower, or the SPV applicable Committed Lenders shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator on behalf of such Conduit Investor Lender referred to in such sentence and the delivery by the related Administrator such Conduit Lender's Funding Agent of a copy of such notice to each Committed Investor Lender in its Investor the Lender Group (the date of the receipt by such Administrator the Administrative Agent of any such notice being the “"Assignment Date”"). Each Committed Investor Lender hereby agrees, unconditionally and irrevocably and under all circumstances, without setoffset-off, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable such Conduit Investor Lender in immediately available funds in Dollars based on the assigning Conduit Lender's interest in the Principal Obligation, to an account designated by the related Administratorsuch Conduit Lender's Funding Agent. Upon payment of its Assignment Amount, each related such Committed Investor Lender shall acquire an interest in the Asset Interest and the Net Investment Principal Obligation equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net InvestmentCommitted Lender Percentage thereof. Upon any assignment in whole by a Conduit Investor Lender to the its Committed Investors in its Investor Group Lenders on or after the its Conduit Investment Termination Date as contemplated hereunder, such Conduit Investor Lender shall cease to make any additional Investments or Reinvestments Loans hereunder. At all times prior to the its Conduit Investment Termination Date, nothing herein shall prevent the a Conduit Investor Lender from making a subsequent Investment or Reinvestment Loan hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 13.12 or from making more than one assignment pursuant to this Section 3.1.13.12. 131

Assignment Amounts. At any time on or prior to the Commitment Scheduled Termination Date for the applicable Conduit InvestorDate, if the related Administrator Administrative Trustee on behalf of such Conduit Investor in such Investor Group the Lender so elects, by written notice to the Agent, the SPV Borrower hereby irrevocably requests and directs that such Conduit Investor the Lender assign, and such Conduit Investor the Lender does hereby assign assign, effective on the Assignment Date referred to below below, all or such portions as may be elected by the Conduit Investor Lender of its interest in the Net Investment and the Asset Interest at such time to the Committed Bank Investors in its Investor Group pursuant to this Section 3.1 2.13 and the SPV Borrower hereby agrees to pay the amounts described in this Section 3.1(b)2.13; provided provided, however, that unless such assignment is an assignment of all of such Conduit Investor’s the Lender's interest in the Net Investment and the Asset Interest in whole on or after such Conduit the Lender Investment Termination Date, no such assignment shall take place pursuant to this Section 3.1 2.13 if a Termination Event described in Section 8.1(g) Borrowing Base Deficiency shall then exist; and provided further provided, further, that no such assignment shall take place pursuant to this Section 3.1 2.13 at a time when an Event of Bankruptcy with respect to such Conduit Investor the Lender exists. No further documentation or action on the part of such Conduit Investor the Lender or the SPV Borrower shall be required to exercise the rights set forth in the immediately preceding sentence, other than the giving of the notice by the related Administrator Administrative Trustee on behalf of such Conduit Investor the Lender referred to in such sentence and the delivery by the related Administrator Agent of a copy of such notice to each Committed Bank Investor in its Investor Group (the date of the receipt by such Administrator the Agent of any such notice being the “"Assignment Date”"). Each Committed Bank Investor hereby agrees, unconditionally and irrevocably and under all circumstances, without setoff, counterclaim or defense of any kind, to pay the full amount of its Assignment Amount on such Assignment Date to the applicable Conduit Investor Lender in immediately available funds to an account designated by the related AdministratorAgent. Upon payment of its Assignment Amount, each related Committed Bank Investor shall acquire an interest in the Asset Interest and the Net Investment equal to its pro rata share (based on the outstanding portions of the Net Investment funded by it) of the assigned portion of the Net Investment). Upon any assignment in whole by a Conduit Investor the Lender to the Committed Bank Investors in its Investor Group on or after the Conduit Lender Investment Termination Date as contemplated hereunder, such Conduit Investor the Lender shall cease to make any additional Investments or Reinvestments Loans hereunder. At all times prior to the Conduit Lender Investment Termination Date, nothing herein shall prevent the Conduit Investor Lender from making a subsequent Investment or Reinvestment Loan hereunder, in its sole discretion, following any assignment pursuant to this Section 3.1 2.13 or from making more than one assignment pursuant to this Section 3.12.13.