Common use of ASSIGNMENTS AND ASSUMPTIONS Clause in Contracts

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a), an "ASSIGNING REVOLVING CREDIT LENDER") may assign to one or more Eligible Assignees (in this Section 17.1(a), each an "ASSIGNEE REVOLVING CREDIT LENDER") all or a portion of that Revolving Credit Lender's interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (i) The Administrative Agent and, subject to the provisions of Section 2.22(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Revolving Credit Lender's having a Revolving Credit Dollar Commitment of less than the "minimum hold" amount specified in Section 17.1(a)(iii). (ii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's rights and obligations under this Agreement. (iii) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender's Loan Commitment) shall not be less than $5,000,000.00.

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a)16.1, an "ASSIGNING REVOLVING CREDIT LENDER"“Assigning Lender”) may assign to one or more Eligible Assignees (in this Section 17.1(a)16.1, each an "ASSIGNEE REVOLVING CREDIT LENDER"“Assignee Lender”) all or a portion of that Revolving Credit Lender's ’s interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (ia) The Administrative Agent and, subject to the provisions of Section 2.22(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Revolving Credit Lender's Assignee Lender having a Revolving Credit Dollar Commitment of less than the "“minimum hold" ” amount specified in Section 17.1(a)(iii16.1(c). (iib) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's ’s rights and obligations under this Agreement. (iiic) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit ’s Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender's Loan ’s Commitment) shall not be less than $5,000,000.00. (d) If no Event of Default has occurred, such assignment shall be subject to the consent of the Borrowers’ Representative, not to be unreasonably withheld or delayed and which consent shall be deemed given if no written objection is received within seven (7) days of the Borrowers’ Representative’s receipt of notice of such proposed assignment.

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a16-1(a), an "ASSIGNING REVOLVING CREDIT LENDER"“Assigning Revolving Credit Lender”) may assign to one or more Eligible Assignees (in this Section 17.1(a16-1(a), each an "ASSIGNEE REVOLVING CREDIT LENDER"“Assignee Revolving Credit Lender”) all or a portion of that Revolving Credit Lender's ’s interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (i) The Administrative Agent and, subject to the provisions of Section 2.22(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Revolving Credit Lender's having Bank of America’s holding a Revolving Credit Dollar Commitment of less than $15 Million. (ii) Unless an Event of Default has occurred, any assignment to a person not then a Revolving Credit Lender shall be subject to the "minimum hold" amount specified in Section 17.1(a)(iiiprior written consent of the Borrower (not to be unreasonably withheld). (iiiii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's ’s rights and obligations under this Agreement. (iiiiv) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit Dollar Commitment (if not an Such assignment of all of the Assigning Revolving Credit Lender's Loan Commitment) shall not be result in Bank of America holding a Loan Commitment of less than $5,000,000.0015,000,000.00, provided, however, Bank of America shall be relieved of any “minimum hold” obligation following the occurrence of any Event of Default.

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a)16.1, an "ASSIGNING REVOLVING CREDIT LENDER") may assign to one or more Eligible Assignees (in this Section 17.1(a)16.1, each an "ASSIGNEE REVOLVING CREDIT LENDER") all or a portion of that Revolving Credit Lender's interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Loan Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (i) The Administrative Agent and, subject to the provisions of Section 2.22(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Revolving Credit Lender's having a Revolving Credit Dollar Commitment of less than the "minimum hold" amount specified in Section 17.1(a)(iii)16.1(iii) or if there would be more than nine (9) Revolving Credit Lenders. (ii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's rights and obligations under this Agreement. (iii) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender's Loan Commitment) shall not be less than $5,000,000.0010,000,000. (iv) The Assigning Revolving Credit Lender is assigning at least $10,000,000 of its Revolving Credit Dollar Commitment or all of its Loan Commitment.

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a16.1(a), an "ASSIGNING REVOLVING CREDIT LENDERAssigning Revolving Credit Lender") may assign to one or more Eligible Assignees (in this Section 17.1(a16.1(a), each an "ASSIGNEE REVOLVING CREDIT LENDERAssignee Revolving Credit Lender") all or a portion of that Revolving Credit Lender's interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (i) The Administrative Agent and, subject to the provisions of Section 2.22(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Revolving Credit Lender's having a Revolving Credit Dollar Commitment of less than the "minimum hold" amount specified in Section 17.1(a)(iii)16.1(a)(iii) or if there would be more than Nine (9) Revolving Credit Lenders. (ii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's rights and obligations under this Agreement. (iii) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender's Loan Commitment) shall not be less than $5,000,000.0010,000,000. (iv) The Assigning Revolving Credit Lender is assigning at least $5,000,000 of its Revolving Credit Dollar Commitment or all of its Loan Commitment. (v) So long as no Event of Default is continuing, the Borrower shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld.

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a)16.1, an "ASSIGNING REVOLVING CREDIT LENDER"“Assigning Revolving Credit Lender”) may assign to one or more Eligible Assignees (in this Section 17.1(a)16.1, each an "ASSIGNEE REVOLVING CREDIT LENDER"“Assignee Revolving Credit Lender”) all or a portion of that Revolving Credit Lender's ’s interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (ia) The Unless such assignment is to a Person that is a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund, the Administrative Agent and, subject to the provisions of Section 2.22(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Assignee Revolving Credit Lender's Lender having a Revolving Credit Dollar Commitment of less than the "“minimum hold" ” amount specified in Section 17.1(a)(iii16.1(c). (iib) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's ’s rights and obligations under this Agreement. (iiic) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's ’s Revolving Credit Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender's Loan ’s Revolving Credit Dollar Commitment) shall not be less than $5,000,000.00. (d) If no Event of Default has occurred, any such assignment to a Person not then a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund shall be subject to the prior consent of the Borrowers’ Representative, not to be unreasonably withheld or delayed, which consent shall be deemed given unless the Borrowers’ Representative provides the Administrative Agent with written objection not more than five (5) Business Days after the Administrative Agent shall have given the Borrowers’ Representative written notice of a proposed assignment, such notice to state that consent will be deemed given by the Borrowers’ Representative if written objection is not received by the Administrative Agent within such five (5) Business Days.

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a), an "ASSIGNING REVOLVING CREDIT LENDERAssigning Revolving Credit Lender") may assign to one or more Eligible Assignees (in this Section 17.1(a), each an "ASSIGNEE REVOLVING CREDIT LENDERAssignee Revolving Credit Lender") all or a portion of that Revolving Credit Lender's interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (i) The Administrative Agent and, subject to the provisions of Section 2.22(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Revolving Credit Lender's having a Revolving Credit Dollar Commitment of less than the "minimum hold" amount specified in Section 17.1(a)(iii)17.1(a)(iv) or if there would be more than Three (3) Revolving Credit Lenders. (ii) So long as no Default or Event of Default then exists, the Lead Borrower shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld. (iii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's rights and obligations under this Agreement. (iiiiv) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender's Loan Commitment) shall not be less than $5,000,000.00. (v) Anything contained herein to the contrary notwithstanding, the consent of the Agent shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Assigning Revolving Credit Lender.

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a16:16-1(a), an "ASSIGNING REVOLVING CREDIT LENDERAssigning Revolving Credit Lender") may assign to one or more Eligible Assignees (in this Section 17.1(a16:16-1(a), each an "ASSIGNEE REVOLVING CREDIT LENDERAssignee Revolving Credit Lender") all or a portion of that Revolving Credit Lender's interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (i) The Administrative Agent and, subject to the provisions of Section 2.22(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Revolving Credit Lender's having a Revolving Credit Dollar Commitment of less than the "minimum hold" amount specified in Section 17.1(a)(iii16:16-1(a)(iii). (ii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's rights and obligations under this Agreement. (iii) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender's Loan Commitment) shall not be less than $5,000,000.0010,000,000.00.

ASSIGNMENTS AND ASSUMPTIONS. At the Closing, upon the terms and subject to the conditions of this Agreement, and concurrent with and subject to the sale and purchase of the Transferred Assets, effective as of the Closing Date: (a) Except as provided hereinSeller and Purchaser shall execute and deliver the Assignment and Assumption Agreement, pursuant to which Seller shall transfer to Purchaser, all rights, title and interest in and to the Transferred Assets (or the Repaired Unavailable Vessel and Related Assets for Supplemental Closings) and Purchaser shall accept the assignment of the Transferred Assets and shall assume all liabilities and obligations of Seller under the Assumed Liabilities (or the Unavailable Vessel Assumed Liabilities for Supplemental Closings) (for the purpose of clarity, except for the Assumed Liabilities and other liabilities expressly assumed by Purchaser under this Agreement, Purchaser is assuming no other liabilities under this Agreement, including any Retained Liabilities); (b) Seller shall use its commercially reasonable efforts to deliver a consent of each Revolving Credit Lender (in this Section 17.1(a)relevant Counter-Party to the assignment of each of the Assumed Contracts from Seller to Purchaser; provided, an "ASSIGNING REVOLVING CREDIT LENDER") may assign to one or more Eligible Assignees (in this Section 17.1(a)however, each an "ASSIGNEE REVOLVING CREDIT LENDER") all that if any of the Assumed Contracts is not assignable by its terms or a portion consent to the assignment of that Revolving Credit Lender's interestssuch Assumed Contracts cannot be obtained, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: then (i) The Administrative Agent with respect to any Time Charter, simultaneous with the Closing, Purchaser shall time charter the Vessels subject to such non-assigned Time Charters to Seller pursuant to a Back-to-Back Charter and, subject to the provisions Crewman Agreement and Xxxxxxx Agreements, Seller shall thereunder perform such non-assigned Time Charter in accordance with its terms in the name of Section 2.22(d) hereofSeller and on Purchaser’s behalf and all obligations, benefits, and rights derived thereunder shall be for the Lead Borrower, shall have given its prior written consent to account of Purchaser until expiration of such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Revolving Credit Lender's having a Revolving Credit Dollar Commitment of less than the "minimum hold" amount specified in Section 17.1(a)(iii). non-assigned Time Charter; and (ii) Each with respect to any Assumed Contracts other than the Time Charters, (A) the performance of this Section 4.2 and execution and delivery of the Assignment and Assumption Agreement with respect to such assignment non-assigned Assumed Contract shall cease to be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's rights and condition to either Party’s obligations under this Agreement, (B) Seller shall provide Purchaser with the economic benefits and risks thereof until such non-assigned Assumed Contract expires or consent or an alternative arrangement is obtained on terms that are substantially similar to Purchaser in both operational and economic respects, (C) Seller shall continue to use its commercially reasonable efforts to obtain the consent and (D) Seller shall, at the request and expense of Purchaser, enforce in a reasonable manner as directed by Purchaser, any and all rights of Seller under any such non-assigned Assumed Contract. (iii) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender's Loan Commitment) shall not be less than $5,000,000.00.

ASSIGNMENTS AND ASSUMPTIONS. Each Existing Lender which is a Revolving Lender hereby sells and assigns, without recourse, to the other Lenders which are Revolving Lenders and to each New Lender with a Revolving Commitment (a) Except as provided hereinset forth on Schedule 2.01), and each Revolving Credit Lender (and New Lender with a Revolving Commitment hereby purchases and assumes, without recourse, from each such Existing Lender, effective as of the First Amendment Effective Date, such interests in this Section 17.1(a), an "ASSIGNING REVOLVING CREDIT LENDER") may assign to one or more Eligible Assignees (in this Section 17.1(a), each an "ASSIGNEE REVOLVING CREDIT LENDER") all or a portion of that Revolving Credit such Existing Lender's interests, ’s rights and obligations under this the Existing Credit Agreement (including, without limitation, the Revolving Commitment of and Revolving Loans owed to such Existing Lender on the Loan Documents (including all or a portion of its Revolving Credit Dollar CommitmentFirst Amendment Effective Date owing to each such Existing Lender which are outstanding on the First Amendment Effective Date) and as shall be necessary in order to give effect to the same portion reallocations of the Revolving Commitments and Revolving Commitment Percentages effected by the amendment to Schedule 2.01 to the Existing Credit Loans at the time owing Agreement pursuant to it, and Subpart 2.2 hereof. The Borrower shall pay an amount required pursuant to Section 3.05 of the Existing Credit Agreement as a result of any prepayment of Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (i) The Administrative Agent and, subject to the provisions of Section 2.22(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would Loans as a result in any resulting Revolving Credit Lender's having a Revolving Credit Dollar Commitment of less than the "minimum hold" amount specified in Section 17.1(a)(iii). (ii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's rights and obligations under this Agreement. (iii) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender's Loan Commitment) shall not be less than $5,000,000.00foregoing sale and assignment.

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a16.1(a), an "ASSIGNING REVOLVING CREDIT LENDER") may assign to one or more Eligible Assignees (in this Section 17.1(a16.1(a), each an "ASSIGNEE REVOLVING CREDIT LENDER") all or a portion of that Revolving Credit Lender's interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (i) The Administrative Agent and, subject to the provisions of Section 2.22(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Revolving Credit Lender's having a Revolving Credit Dollar Commitment of less than the "minimum hold" amount specified in Section 17.1(a)(iii16.1(a)(iii) or if there would be more than three (3) Revolving Credit Lenders, and, in addition, provided that no Default or Event of Default shall have occurred and be continuing, the Lead Borrower shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, if a proposed assignment by FRFI would result in FRFI having a Revolving Credit Dollar Commitment of less than $20,000,000.00 (other than any such assignment which is the result of the acquisition of FRFI or is an assignment required by any Governmental Authority). (ii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's rights and obligations under this Agreement. (iii) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender's Loan Commitment) shall not be less than $5,000,000.00.

ASSIGNMENTS AND ASSUMPTIONS. 147 155 (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a)17.1, an "ASSIGNING REVOLVING CREDIT LENDER") may assign to one or more Eligible Assignees (in this Section 17.1(a)17.1, each an "ASSIGNEE REVOLVING CREDIT LENDER") all or a portion of that Revolving Credit Lender's interests, rights and obligations under this Agreement and the Loan Documents (including including, in the case of Tranche A Lenders, all or a portion of its Revolving Credit Dollar Tranche A Commitment) and the same portion of the Revolving Credit Loans loans at the time owing to it, and of the Revolving Credit Note note held by the Assigning Revolving Credit Lender, provided that, in the case of an Assigning Lender that is a Tranche A Lender: (i) The Administrative Agent and, subject to the provisions of Section 2.22(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Revolving Credit Tranche A Lender's having a Revolving Credit Tranche A Dollar Commitment of less than the "minimum hold" amount specified in Section 17.1(a)(iii)) or if there would be more than Five (5) Tranche A Lenders. (ii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's rights and obligations under this AgreementAgreement of Assigning Lenders that are Tranche A Lenders. (iii) Following the effectiveness of such assignment, the Assigning Revolving Credit Tranche A Lender's Revolving Credit Dollar Commitment of the Assigning Lender that is a Tranche A Lender (if not an assignment of all of the Assigning Revolving Credit such Tranche A Lender's Loan Commitment) shall not be less than $5,000,000.0010,000,000.00 (i.e., the "minimum hold").

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a15-1(a), an "ASSIGNING REVOLVING CREDIT LENDER") may assign to one or more Eligible Assignees (in this Section 17.1(a15-1(a), each an "ASSIGNEE REVOLVING CREDIT LENDER") all or a portion of that Revolving Credit Lender's interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (i) The Administrative Agent and, subject to the provisions (and if no Event of Section 2.22(d) hereofDefault then exists, the Lead Borrower, ) shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed provided that any assignment would result in any resulting Revolving Credit Lender's having complying with all other terms of this Article 15 to a Person then a Revolving Credit Dollar Commitment Lender shall not be subject to the prior consent of less than the "minimum hold" amount specified in Section 17.1(a)(iii)Administrative Agent or the Lead Borrower. (ii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's rights and obligations under this Agreement. (iii) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender's Loan Commitment) shall not be less than $5,000,000.005,000,000. The parties acknowledge and agree that any consent right of the Borrowers under this Section 15 shall not apply to any sale, assignment or other transfer by the Administrative Agent or any Revolving Credit Lender of this Agreement and its rights, powers, privileges, obligations and duties hereunder if such sale, assignment or other transfer is in connection with the sale to, merger with or other acquisition by a third party financial institution of such Administrative Agent or Revolving Credit Lender.

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a), an "ASSIGNING REVOLVING CREDIT LENDER") may assign to one or more Eligible Assignees (in this Section 17.1(a), each an "ASSIGNEE REVOLVING CREDIT LENDER") all or a portion of that Revolving Credit Lender's interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (i) The Administrative Agent and, subject to the provisions of Section 2.22(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Revolving Credit Lender's having a Revolving Credit Dollar Commitment of less than the "minimum hold" amount specified in Section 17.1(a)(iii)or if there would be more than 6 Revolving Credit Lenders. (ii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's rights and obligations under this Agreement. (iii) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender's Loan Commitment) shall not be less than $5,000,000.0015,000,000.00. (b) The Term Lender may assign all of its rights as Term Lender herein, subject to the obligations of the Term Lender herein, pursuant to such procedures as are reasonably satisfactory to the Administrative Agent and which procedures are analogous to those described in Section and with effect, vis a vis the Term Lender's assignee, analogous to that set forth in Section with respect to an Assignee Revolving Credit Lender.

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a), an "ASSIGNING REVOLVING CREDIT LENDER") may assign to one or more Eligible Assignees (in this Section 17.1(a), each an "ASSIGNEE REVOLVING CREDIT LENDER") all or a portion of that Revolving Credit Lender's interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (i) The Administrative Agent and, subject to the provisions of Section 2.22(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Revolving Credit LenderFRFI's having holding a Revolving Credit Dollar Commitment of less than $15 Million. (ii) Unless an Event of Default has occurred, any assignment to a person not then a Revolving Credit Lender shall be subject to the "minimum hold" amount specified in Section 17.1(a)(iiiprior written consent of the Borrower (not to be unreasonably withheld). (iiiii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's rights and obligations under this Agreement. (iiiiv) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit Dollar Commitment (if not an Such assignment of all of the Assigning Revolving Credit Lender's Loan Commitment) shall not be result in FRFI holding a Loan Commitment of less than $5,000,000.0015,000,000.00, provided, however, FRFI shall be relieved of any "minimum hold" obligation following the occurrence of any Event of Default.

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a16.1(a), an "ASSIGNING REVOLVING CREDIT LENDER") may assign to one or more Eligible Assignees (in this Section 17.1(a16.1(a), each an "ASSIGNEE REVOLVING CREDIT LENDER") all or a portion of that Revolving Credit Lender's interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (i) The Administrative Agent and, subject to the provisions of Section 2.22(d2.23(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Revolving Credit Lender's having a Revolving Credit Dollar Commitment of less than the "minimum hold" amount specified in Section 17.1(a)(iii16.1(a)(iii). (ii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's rights and obligations under this Agreement. (iii) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender's Loan Commitment) shall not be less than $5,000,000.00.

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a), an "ASSIGNING REVOLVING CREDIT LENDER"“Assigning Revolving Credit Lender”) may assign to one or more Eligible Assignees (in this Section 17.1(a), each an "ASSIGNEE REVOLVING CREDIT LENDER"“Assignee Revolving Credit Lender”) all or a portion of that Revolving Credit Lender's ’s interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (i) The Administrative Agent and, subject to the provisions of Section 2.22(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Assigning Revolving Credit Lender's ’s having a Revolving Credit Dollar Commitment of less than the "“minimum hold" ” amount specified in Section 17.1(a)(iii). (ii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's ’s rights and obligations under this Agreement. (iii) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit ’s Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender's Loan ’s Commitment) shall not be less than $5,000,000.0010,000,000.00. (iv) If no Event of Default has occurred, such assignment shall be subject to the consent of the Borrowers’ Representative, not to be unreasonably withheld or delayed and which consent shall be deemed given if no written objection is received within seven (7) days of the Borrowers’ Representative’s receipt of notice of such proposed assignment. (b) The Tranche B Lender, with prior written notice to the Administrative Agent, may assign all or a portion of that Lender’s interests, rights and obligations under this Agreement and the Loan Documents freely to any Person.

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a16.1(a), an "ASSIGNING REVOLVING CREDIT LENDERAssigning Revolving Credit Lender") may assign to one or more Eligible Assignees (in this Section 17.1(a16.1(a), each an "ASSIGNEE REVOLVING CREDIT LENDERAssignee Revolving Credit Lender") all or a portion of that Revolving Credit Lender's interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (i) The Administrative Agent and, subject to the provisions of Section 2.22(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Revolving Credit Lender's having a Revolving Credit Dollar Commitment of less than the "minimum hold" amount specified in Section 17.1(a)(iii)16.1(a)(iii) or if there would be more than Three (3) Revolving Credit Lenders. (ii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's rights and obligations under this Agreement. (iii) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender's Loan Commitment) shall not be less than $5,000,000.00.

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a17:17-1(a), an "ASSIGNING REVOLVING CREDIT LENDER") may assign to one or more Eligible Assignees (in this Section 17.1(a17:17-1(a), each an "ASSIGNEE REVOLVING CREDIT LENDER") all or a portion of that Revolving Credit Lender's interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Percentage Commitment and Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided thatPROVIDED THAT: (i) The Administrative Agent and, subject to the provisions of Section 2.22(d) hereof, the Lead Borrower, shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not be given if the proposed assignment would result in any resulting Revolving Credit Lender's having a Revolving Credit Dollar Commitment of less than the "minimum hold" amount specified in Section 17.1(a)(iii17:17-1(a)(iv). (ii) If no Event of Default has occurred, such assignment shall be subject to the consent of the Borrowers' Representative, not to be unreasonably withheld or delayed and which consent shall be deemed given if no written objection is received within seven (7) days of the Borrowers' Representative's receipt of notice of such proposed assignment. (iii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's rights and obligations under this Agreement. (iiiiv) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender's Loan Revolving Credit Dollar Commitment) shall not be less than $5,000,000.0010 Million. (b) The parties to such assignment shall execute and deliver to the Administrative Agent, for recording in the Register, an Assignment and Acceptance substantially in the form of EXHIBIT 17:17-1, annexed hereto; (c) The Assigning Revolving Credit Lender shall deliver to the Administrative Agent, with such Assignment and Acceptance, the Revolving Credit Note held by the subject Assigning Revolving Credit Lender and the Administrative Agent's processing fee of $3 Thousand PROVIDED, HOWEVER, no such processing fee shall be due where the Assigning Revolving Credit Lender is one of the Revolving Credit Lenders at the initial execution of this Agreement. (d) From and after the effective date specified in an Assignment and Acceptance which has been executed, delivered, and recorded (which effective date the Administrative Agent may delay by up to Five (5) Business Days after the delivery of such Assignment and Acceptance): (i) The Assignee Revolving Credit Lender: (A) Shall be a party to the within Agreement and the Loan Documents (and to any amendments of the Loan Documents and of the within Agreement) as fully as if the Assignee Revolving Credit Lender had executed each. (B) To the extent of the commitment hereunder assigned by such Assignment and Acceptance, have the rights and obligations of a Revolving Credit Lender hereunder. (ii) The Assigning Revolving Credit Lender shall be released from the Assigning Revolving Credit Lender's obligations under this Agreement and the Loan Documents to the extent of the commitment hereunder assigned by such Assignment and Acceptance. (iii) The Administrative Agent shall undertake to obtain and distribute replacement Revolving Credit Notes to the subject Assigning Revolving Credit Lender and Assignee Revolving Credit Lender. (e) Each party to an Assignment and Acceptance confirms to and agrees with all parties to this Agreement as to those matters which are set forth in the subject Assignment and Acceptance. (f) The Administrative Agent shall maintain a copy of each Assignment and Acceptance delivered to it and a register or similar list (the "REGISTER") for the recordation of the names and addresses of the Revolving Credit Lenders and the Revolving Credit Percentage Commitment and Revolving Credit Dollar Commitment of, and principal amount of the Revolving Credit Loans owing to, the Revolving Credit Lenders from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Administrative Agent and the Revolving Credit Lenders may treat each Person whose name is recorded in the Register as a "Revolving Credit Lender" hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Revolving Credit Lenders at any reasonable time and from time to time upon reasonable prior notice. (g) The Assigning Revolving Credit Lender and Assignee Revolving Credit Lender, directly between themselves, shall make all appropriate adjustments in payments for periods prior to the effective date of an Assignment and Assumption.

ASSIGNMENTS AND ASSUMPTIONS. (a) Except as provided herein, each Revolving Credit Lender (in this Section 17.1(a16.1(a), an "ASSIGNING REVOLVING CREDIT LENDERAssigning Lender") may assign to one or more Eligible Assignees (in this Section 17.1(a16.1(a), each an "ASSIGNEE REVOLVING CREDIT LENDERAssignee Lender") all or a portion of that Revolving Credit Lender's interests, rights and obligations under this Agreement and the Loan Documents (including all or a portion of its Revolving Credit Dollar Commitment) and the same portion of the Revolving Credit Loans at the time owing to it, and of the Revolving Credit Note held by the Assigning Revolving Credit Lender, provided that: (i) The Administrative Agent (and, subject to the provisions if no Event of Section 2.22(d) hereofDefault then exists, the Lead Borrower, ) shall have given its prior written consent to such assignment, which consent shall not be unreasonably withheld, but need not may be given withheld if the proposed assignment would result in any resulting Revolving Credit Lender's having a Revolving Credit Dollar Commitment of less than the "minimum hold" amount specified in Section 17.1(a)(iii16.1(a)(iii), provided that any assignment complying with all other terms of this Section 16(a) to a Person then a Lender or an affiliate thereof shall not be subject to the prior consent of the Lead Borrower. (ii) Each such assignment shall be of a constant, and not a varying, percentage of all the Assigning Revolving Credit Lender's rights and obligations under this Agreement. (iii) Following the effectiveness of such assignment, the Assigning Revolving Credit Lender's Revolving Credit Dollar Commitment (if not an assignment of all of the Assigning Revolving Credit Lender's Loan Commitment) shall not be less than $5,000,000.0010,000,000.00. (b) Notwithstanding the foregoing, at any time when no Default or Event of Default exists, Fleet Retail Finance Inc. may not assign any of its Commitment if, following the effectiveness of such assignment, the Administrative Agent's Commitment is less than $60,000,000.00.