Common use of Assignment and Reallocation Clause in Contracts

Assignment and Reallocation. a. On the date hereof, the Assigning Rabobank Committed Purchaser, hereby (i) irrevocably sells, transfers, conveys and assigns, and the Assuming Rabobank Conduit Purchaser hereby purchases from the Assigning Rabobank Committed Purchaser, all of the Purchaser Group Investment and corresponding interest in the Asset Interest, in each case, held by the Rabobank Committed Purchaser, and (ii) transfers and assigns all of its remaining rights and obligations under the RPA (after taking into consideration the transfer pursuant to clause (i) above) as a “Committed Purchaser” to the Assignee Rabobank Committed Purchaser, and the Assignee Rabobank Committed Purchaser hereby accepts such transfer. b. After giving effect to the assignment in clause (a) above, each of the parties to this Amendment severally and for itself agrees that on and as of the date hereof, for good and valuable consideration, each of Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, hereby irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty, to each other Purchaser Agent, and such other Purchaser Agents, on behalf of such other Purchaser Agent’s Purchaser Group, hereby irrevocably purchases from each assigning Purchaser Agent and each assigning Purchaser Group, certain of the rights and obligations of each assigning Purchaser Agent and each assigning Purchaser Group under the RPA and each other Transaction Document in respect of (i) the Purchaser Group Investment of such assigning Purchaser Group and (ii) the Commitment of the Committed Purchasers for each such assigning Purchaser Group under the RPA such that, after giving effect to the foregoing assignment and delegation, (i) the Purchaser Group Investment of each Purchaser Group and (ii) the Commitment of the Committed Purchaser for each Purchaser Group for the purposes of the RPA and each other Transaction Document shall be as set forth on Exhibit C of the RPA, as amended by this Amendment. c. Following the assignment in clause (b) above, on the date hereof, at the direction of the Administrative Agent, the Purchaser Agents of each Purchaser Group shall make and receive payments to and from the Administrative Agent so that, after giving effect thereto, the Total Investment is held ratably by the Purchasers in accordance with the Ratable Share of such Purchaser’s Purchaser Group, which, for the purposes of this Section 3, will be as set forth opposite such Purchaser’s name on Exhibit C to the RPA (as amended by this Amendment).

Assignment and Reallocation. a. On the date hereof, the Assigning Rabobank Committed Purchaser, hereby (i) irrevocably sells, transfers, conveys and assigns, and the Assuming Rabobank Conduit Purchaser hereby purchases from the Assigning Rabobank Committed Purchaser, all of the Purchaser Group Investment and corresponding interest in the Asset Interest, in each case, held by the Rabobank Committed Purchaser, and (ii) transfers and assigns all of its remaining rights and obligations under the RPA (after taking into consideration the transfer pursuant to clause (i) above) as a “Committed Purchaser” to the Assignee Rabobank Committed Purchaser, and the Assignee Rabobank Committed Purchaser hereby accepts such transfer. b. After giving effect to the assignment in clause (a) above, each Each of the parties to this Amendment severally and for itself agrees that on and as of the date hereof, for good and valuable consideration, each of the MUFG Purchaser Agent, on behalf of such Purchaser Agent’s the MUFG Purchaser Group, hereby irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty, to each other the TD Purchaser Agent, and such other the TD Purchaser AgentsAgent, on behalf of such other Purchaser Agent’s the TD Purchaser Group, hereby irrevocably purchases from each assigning the MUFG Purchaser Agent and each assigning the MUFG Purchaser Group, certain of the rights and obligations of each assigning the MUFG Purchaser Agent and each assigning the MUFG Purchaser Group under the RPA Receivables Purchase Agreement and each other Transaction Document in respect of (i) the Purchaser Group Investment Invested Amount of such assigning the MUFG Purchaser Group and (ii) the Commitment of the MUFG Committed Purchasers Purchaser for each such assigning the MUFG Purchaser Group under the RPA Receivables Purchase Agreement such that, after giving effect to the foregoing assignment and delegationdelegation and the amendments set forth in Section 4, (i) the Purchaser Group Investment Invested Amount of each Purchaser Group and (ii) the Commitment of the Related Committed Purchaser for each Purchaser Group for the purposes of the RPA Receivables Purchase Agreement and each other Transaction Document shall be as set forth on Exhibit C XV of the RPAReceivables Purchase Agreement, as amended by this Amendment. c. Following . As consideration for the assignment reallocation set forth in clause (ba) above, the TD Purchaser Agent agrees to cause its Purchaser Group to, no later than 2:00 p.m. (New York time), on the date hereof, at pay an amount equal to $50,000,000 to the direction MUFG Purchaser Agent, on behalf of the Administrative MUFG Purchaser Agent’s MUFG Purchaser Group, the Purchaser Agents of each Purchaser Group shall make and receive payments to and from the Administrative Agent so that, after giving effect thereto, the Total Investment is held ratably by the Purchasers in accordance with the Ratable Share of such Purchaser’s Purchaser Group, which, for the purposes of this Section 3, will be as payment instructions set forth opposite such Purchaser’s name on Exhibit C to in the RPA (as amended by this Amendment)Receivables Purchase Agreement.

Assignment and Reallocation. a. On the date hereof, the Assigning Rabobank Committed Purchaser, hereby (i) irrevocably sells, transfers, conveys and assigns, and the Assuming Rabobank Conduit Purchaser hereby purchases from the Assigning Rabobank Committed Purchaser, all of the Purchaser Group Investment and corresponding interest in the Asset Interest, in each case, held by the Rabobank Committed Purchaser, and (ii) transfers and assigns all of its remaining rights and obligations under the RPA (after taking into consideration the transfer pursuant to clause (i) above) as a “Committed Purchaser” to the Assignee Rabobank Committed Purchaser, and the Assignee Rabobank Committed Purchaser hereby accepts such transfer. b. After giving effect to the assignment in clause (a) above, each Each of the parties to this Amendment severally and for itself agrees that on and as of the date hereof, for good and valuable consideration, each of Purchaser Agent, on behalf of such Purchaser Agent’s Purchaser Group, hereby irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty, to each other Purchaser Agent, and such other Purchaser Agents, on behalf of such other Purchaser Agent’s Agents’ Purchaser Group, hereby irrevocably purchases from each assigning Purchaser Agent and each assigning Purchaser Group, certain of the rights and obligations of each assigning Purchaser Agent and each assigning Purchaser Group under the RPA and each other Transaction Document in respect of (i) the Purchaser Group Investment of such assigning Purchaser Group and (ii) the Commitment of the Committed Purchasers for each such assigning Purchaser Group under the RPA such that, after giving effect to the foregoing assignment and delegation, (ix) the Purchaser Group Investment of each Purchaser Group and (iiy) the Commitment of the Committed Purchaser for each Purchaser Group for the purposes of the RPA and each other Transaction Document shall be as set forth on Exhibit C of the RPA, as amended by this Amendment. c. (b) Following the assignment in clause (ba) above, on the date hereof, at the direction of the Administrative Agent, the Purchaser Agents Agent of each Purchaser Group shall make and receive payments to and from the Administrative Agent so that, after giving effect thereto, the Total Committed Investment is held ratably by the Purchasers in accordance with the Ratable Share and the Total Uncommitted Investment is held ratably by the Purchasers in accordance with the Uncommitted Ratable Share (as defined in the RPA, as amended by this Amendment), in each case, of such Purchaser’s Purchaser Group, which, for the purposes of this Section 32, will be as set forth opposite such Purchaser’s name on calculated in accordance with Exhibit C to the RPA (RPA, as amended by this Amendment).

Assignment and Reallocation. a. On the date hereof, the Assigning Rabobank Committed Purchaser, hereby (i) irrevocably sells, transfers, conveys and assigns, and the Assuming Rabobank Conduit Purchaser hereby purchases from the Assigning Rabobank Committed Purchaser, all of the Purchaser Group Investment and corresponding interest in the Asset Interest, in each case, held by the Rabobank Committed Purchaser, and (ii) transfers and assigns all of its remaining rights and obligations under the RPA (after taking into consideration the transfer pursuant to clause (i) above) as a “Committed Purchaser” to the Assignee Rabobank Committed Purchaser, and the Assignee Rabobank Committed Purchaser hereby accepts such transfer. b. After giving effect to the assignment in clause (a) above, each Each of the parties to this Amendment severally and for itself agrees that on and as of the date hereof, for good and valuable consideration, each of Assigning Purchaser Agent, on behalf of such Assigning Purchaser Agent’s Assigning Purchaser Group, hereby irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty, to each other the PNC Purchaser Agent, and such other the PNC Purchaser AgentsAgent, on behalf of such other Purchaser Agent’s the PNC Purchaser Group, hereby irrevocably purchases from each assigning Assigning Purchaser Agent and each assigning Assigning Purchaser Group, certain of the rights and obligations of each assigning Assigning Purchaser Agent and each assigning Assigning Purchaser Group under the RPA and each other Transaction Document in respect of (i) the Purchaser Group Investment of such assigning Assigning Purchaser Group and (ii) the Commitment of the Committed Purchasers for each such assigning Assigning Purchaser Group under the RPA such that, after giving effect to the foregoing assignment and delegation, (i) the Purchaser Group Investment of each Purchaser Group and (ii) the Commitment of the Committed Purchaser for each Purchaser Group for the purposes of the RPA and each other Transaction Document shall be as set forth on Exhibit C of the RPA, as amended by this Amendment. c. Following (b) As consideration for the assignment reallocation set forth in clause (ba) above, the PNC Purchaser Agent agrees to cause its Purchaser Group to, no later than 2:00 p.m. (New York time), on the date hereof, at the direction pay an amount equal to $26,892,857.14 to each Assigning Purchaser Agent, on behalf of the Administrative such Assigning Purchaser Agent’s Assigning Purchaser Group, the Purchaser Agents of each Purchaser Group shall make and receive payments to and from the Administrative Agent so that, after giving effect thereto, the Total Investment is held ratably by the Purchasers in accordance with the Ratable Share of such Purchaser’s Purchaser Group, which, for the purposes of this Section 3, will be as payment instructions set forth opposite such Purchaser’s name on Exhibit C to the RPA (as amended by this Amendment).Schedule A.