Common use of Assignments by Purchasers Clause in Contracts

Assignments by Purchasers. (a) Each of the Seller Parties and the Committed Purchasers hereby agrees and consents to the complete or partial assignment by VFCC of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Liquidity Banks pursuant to the Liquidity Agreement or to any other commercial paper conduit administered by Wachovia or any of its Affiliates with a short-term debt rating of A-1 or better by S&P and P-1 by Xxxxx'x, and upon such assignment, VFCC shall be released from its obligations so assigned. Further, each of the Seller Parties and the Committed Purchasers hereby agrees that any assignee of VFCC of this Agreement or all or any of the Receivable Interests of VFCC shall have all of the rights and benefits under this Agreement as if the term "VFCC" explicitly referred to such party, and no such assignment shall in any way impair the rights and benefits of VFCC hereunder; PROVIDED, HOWEVER, that no such assignee shall be entitled to receive any greater payment under Section 10.1.1 than VFCC would have been entitled to receive thereunder. (b) With the consent of the Agent and, prior to the Amortization, Seller, such consents not to be unreasonably withheld, any Committed Purchaser may at any time and from time to time assign to one or more Persons ("PURCHASING COMMITTED PURCHASERS") all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement in a form reasonably acceptable to the Agent (an "ASSIGNMENT AGREEMENT") executed by such Purchasing Committed Purchaser and such selling Committed Purchaser. Upon delivery of the executed Assignment Agreement to the Agent, such selling Committed Purchaser shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Committed Purchaser shall for all purposes be a Committed Purchaser party to this Agreement and shall have all the rights and obligations of a Committed Purchaser under this Agreement to the same extent as if it were an original party hereto and no further consent or action by Seller, any other Purchaser or the Agent shall be required; provided, however, that no Purchasing Committed Purchaser shall be entitled to receive any greater payment under Section 10.1.1 than the selling Committed Purchaser would have been entitled to receive thereunder.

Assignments by Purchasers. Any Purchaser may assign its Commitments and/or Notes (aA) Each without the prior written consent of the Seller Parties and Lessee or the Committed Purchasers hereby agrees and consents to the complete or partial assignment by VFCC of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Liquidity Banks pursuant to the Liquidity Agreement or Owner to any other commercial paper conduit administered by Wachovia or any of its Affiliates Permitted Transferee and (B) with a short-term debt rating of A-1 or better by S&P and P-1 by Xxxxx'x, and upon such assignment, VFCC shall be released from its obligations so assigned. Further, each of the Seller Parties and the Committed Purchasers hereby agrees that any assignee of VFCC of this Agreement or all or any of the Receivable Interests of VFCC shall have all of the rights and benefits under this Agreement as if the term "VFCC" explicitly referred to such party, and no such assignment shall in any way impair the rights and benefits of VFCC hereunder; PROVIDED, HOWEVER, that no such assignee shall be entitled to receive any greater payment under Section 10.1.1 than VFCC would have been entitled to receive thereunder. (b) With the consent of the Agent and, prior Lessee (which consent shall not be unreasonably withheld or delayed) to any other Person. Any such assignment shall be subject to the Amortization, Seller, such consents not to following terms: (i) it shall be unreasonably withheld, any Committed Purchaser may at any time and from time to time assign to one or more Persons ("PURCHASING COMMITTED PURCHASERS") all or any part of its rights and obligations under this Agreement effected pursuant to an assignment agreement substantially in the form of the Assignment and Assumption Agreement; (ii) it shall be in a form reasonably acceptable minimum principal amount of $5,000,000 (in the case of Senior Notes); and $2,000,000 (in the case of Junior Notes); and (iii) there shall be no more than four Senior Purchasers in the aggregate for the Senior Notes after giving effect to such assignment. Notwithstanding anything to the Agent contrary set forth herein, no assignment or other transfer hereunder shall (an "ASSIGNMENT AGREEMENT"1) executed by such Purchasing Committed require the Owner or the Lessee as a result thereof to pay any greater amount hereunder than the assignor or transferor Purchaser and such selling Committed Purchaser. Upon delivery was entitled to hereunder or (2) otherwise increase the obligations of the executed Assignment Agreement Owner or the Lessee under any Operative Document by reference to the Agentlaws in effect at the time of the assignment or transfer. Subject to Section 2(a), such selling Committed effective upon the assignment of any Commitment, the assigning Purchaser shall be released from relieved of its obligations hereunder in respect of such Commitment to the extent of such assignment. Thereafter the Purchasing Committed Purchaser shall for all purposes be a Committed Purchaser party to this Agreement and assignee thereof shall have all become obligated in respect thereof. Neither the rights Owner nor the Lessee shall be liable for any costs, fees or expenses in connection with any assignment or transfer of Commitments or Notes, except if an Event of Default shall have occurred and obligations be continuing, the Owner shall be liable for any associated legal expenses reasonably incurred. In addition, an assignee of any Junior Purchaser may be designated as a Committed Purchaser under this Agreement Special Junior Lender in the applicable Assignment and Assumption Agreement; provided that, if either (x) such assignee has been assigned Junior Notes representing more than one-half of the aggregate outstanding principal amount of the Junior Notes or (y) such assignment shall have been effected after the date that is the six-month anniversary of the Delivery Date, then, in either such case, such designation shall be subject to the same extent as if it were an original party hereto and no further prior written consent or action by Seller, any other Purchaser or of the Agent shall be required; provided, however, that no Purchasing Committed Purchaser shall be entitled to receive any greater payment under Section 10.1.1 than the selling Committed Purchaser would have been entitled to receive thereunderOwner.

Assignments by Purchasers. (ai) Each of the Seller Parties and the Committed Purchasers hereby agrees and consents Subject to the complete or partial assignment by VFCC of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Liquidity Banks pursuant to the Liquidity Agreement or to any other commercial paper conduit administered by Wachovia or any of its Affiliates with a short-term debt rating of A-1 or better by S&P and P-1 by Xxxxx'x, and upon such assignment, VFCC shall be released from its obligations so assigned. Further, each of the Seller Parties and the Committed Purchasers hereby agrees that any assignee of VFCC of this Agreement or all or any of the Receivable Interests of VFCC shall have all of the rights and benefits under this Agreement as if the term "VFCC" explicitly referred to such party, and no such assignment shall conditions set forth in any way impair the rights and benefits of VFCC hereunder; PROVIDED, HOWEVER, that no such assignee shall be entitled to receive any greater payment under Section 10.1.1 than VFCC would have been entitled to receive thereunder. paragraph (ba)(ii) With the consent of the Agent and, prior to the Amortization, Seller, such consents not to be unreasonably withheldbelow, any Committed Purchaser (or Holder) may at any time and from time to time assign to one or more Persons ("PURCHASING COMMITTED PURCHASERS") Eligible Assignees all or any part a portion of its rights and obligations under this Agreement (including all or a portion of the applicable Global Note (and the Advances evidenced by the Global Note) at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: (A) the Borrower, provided that if an Event of Default has occurred and is continuing, no consent of the Borrower shall be required, except that the Borrower shall have the right to object to and prohibit any proposed assignment that would cause the Borrower to violate Applicable Law, provided further that any required consent of the Borrower pursuant to this subparagraph (A) shall not be unreasonably withheld or delayed; and (B) the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment agreement in to a form reasonably acceptable Purchaser, the Guarantor, an Affiliate of a Purchaser or the Guarantor, or an Approved Fund. (ii) So long as no Event of Default has occurred and is continuing, the Purchaser shall give written notice of such proposed assignment pursuant to the Agent above paragraph (a)(i) to the Borrower and Guarantor no less than five Business Days in advance of such assignment, and the Guarantor, the Servicers, any investment vehicle managed by the Servicers and their respective Affiliates shall, for a period of five Business Days from the date that such notice was received by the Borrower and Guarantor, have a right to elect, by giving notice in writing to such Purchaser of such election, to purchase the rights and obligations so being assigned for the same or substantially equivalent economic consideration and otherwise on substantially the same terms on which such Purchaser proposed to make such assignment, which such purchase shall be consummated within five Business Days after notice to such Purchaser that the Guarantor or such other Person as is permitted hereunder has elected to exercise such right; provided that any Purchaser that is the Guarantor, a Servicer, or an "ASSIGNMENT AGREEMENT"Affiliate of the Guarantor or any Servicer shall be excluded for purposes of making a determination requiring a vote of the Purchasers pursuant to the Facility Agreement and the other Financing Documents; and (iii) executed Assignments shall be subject to the following additional conditions: (A) except in the case of an assignment to a Purchaser, the Guarantor, an Affiliate of a Purchaser or the Guarantor, or an Approved Fund or an assignment of the entire remaining amount of the assigning Purchaser's (or Holder's) outstanding Note (and Advances evidenced by such Purchasing Committed Purchaser and such selling Committed Purchaser. Upon delivery Global Note), the amount of the executed Note (and Advances evidenced by such Global Note) of the assigning Purchaser (or Holder) subject to each such assignment (determined as of the date the Assignment Agreement and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such selling Committed Purchaser consent of the Borrower shall be released required if an Event of Default has occurred and is continuing; (B) the parties to each assignment shall execute and deliver to the Security Trustee (with a copy to the Administrative Agent) an Assignment and Acceptance, together with a processing and recordation fee of $3,500 to the Security Trustee, payable by the assignor or the assignee; (C) the assignee, if it shall not be a Purchaser, shall deliver to the Security Trustee and the Administrative Agent an Administrative Questionnaire; and (D) each assignment shall be subject to the assignee's making the representations in Article IV hereof as of the date of such assignment and shall otherwise comply with the requirements of Article IV. (iv) Subject to acceptance and recording thereof pursuant to paragraph (a)(v) of this Section, from its obligations hereunder and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such assignment. Thereafter the Purchasing Committed Purchaser shall for all purposes be a Committed Purchaser party to this Agreement Assignment and shall Acceptance, have all the rights and obligations of a Committed Purchaser (or Holder) under this Agreement (provided no Borrower Group Company shall be obliged to make any payment to such assignee under Section 2.05 of the Facility Agreement in an amount greater than it would have had to make had such assignment not taken place based on applicable laws, rules or regulations existing at the time of such assignment), and the assigning Purchaser (or Holder) thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Purchaser's (or Holder's) rights and obligations under this Agreement, such Purchaser (or Holder) shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 2.05 of the Facility Agreement and Section 10.03 of the Facility Agreement). Any assignment or transfer by a Purchaser (or a Holder) of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Purchaser (or Holder) of a participation in such rights and obligations in accordance with paragraph (c) of this Section 5.02. (v) The Security Trustee is hereby appointed "Note Registrar" for the purpose of registering Global Notes (and Advances evidenced by such Global Notes) and transfers and exchanges of Global Notes (and Advances evidenced by such Global Notes) as herein provided. The Security Trustee shall keep, as agent for the Borrower, a register (the "Register") in which the Security Trustee shall provide for the registration of Global Notes (and the Advances evidenced by such Global Notes) and the registration of transfers and exchanges of Global Notes (and Advances evidenced by such Global Notes). Each Advance evidenced by a Global Note shall be reflected in a Schedule to such Global Note and the Security Trustee shall keep a Record of the Advances made with respect to a particular Global Note; notwithstanding anything else to the contrary in this Agreement, all Advances are scheduled to occur on the Effective Date. A Holder of any Global Note intending to transfer such Global Note shall surrender such Global Note to the Security Trustee, together with a written request from the Holder thereof (a copy of which shall be delivered concurrently to the Borrower) for the issuance of a new Global Note, specifying the name and address of the new Holder or Holders. Upon surrender for registration of transfer of any Global Note, the Borrower shall execute and deliver, in the name of the designated transferee or transferees, one or more new Global Notes of a like aggregate principal amount. At the option of any Holder, a Global Note may be exchanged for another Global Note of any authorized denominations of a like aggregate principal amount, upon surrender of the Global Note to be exchanged by the Security Trustee. Whenever any Global Note is so surrendered for exchange, the Borrower shall execute and deliver the Global Note which the Holder making the exchange is entitled to receive. All Global Notes issued upon any registration of transfer or exchange of Global Notes (whether under this Section 5.02 or otherwise under this Agreement) shall be the valid obligations of the Borrower evidencing the same respective obligations, and entitled to the same extent security and benefits under this Agreement and the Security Agreement, as the Global Notes surrendered upon such registration of transfer or exchange. Every Global Note presented or surrendered for registration of transfer shall (if so required by the Security Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Security Trustee duly executed by the Holder. The Security Trustee shall make a notation on each new Global Note of the amount of all principal payments previously made on the old Global Note with respect to which such new Global Note is issued and the date to which interest on such old Note has been paid. Interest shall be deemed to have been paid on such new Global Note to the date on which interest shall have been paid on such old Global Note, and all payments and prepayments of the applicable principal amount marked on such new Global Note, as provided above, shall be deemed to have been made thereon. The Security Trustee will promptly notify the Borrower and the Administrative Agent of each registration of a transfer of a Global Note. Notwithstanding the foregoing, no transfer of a Global Note shall be made hereunder unless (A) the transferring Holder shall give prior or contemporaneous notice to the Borrower of such transfer, which notice shall identify the proposed new Holder and provide contact information for such Holder and (B) the proposed new Holder shall make the representations and acknowledgments of a Purchaser under Article IV and accept all the terms and conditions applicable to a Purchaser and Holder of a Global Note under the terms of this Agreement, the Facility Agreement, the Security Agreement and the Global Notes, including, but not limited to, Article IV, to and for the benefit of the Borrower. (vi) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Purchaser (or Holder) and an assignee, the assignee's completed Administrative Questionnaire (unless the assignee shall already be a Purchaser hereunder), the processing and recordation fee referred to in paragraph (a) of this Section and any written consent to such assignment required by paragraph (a) of this Section, the Security Trustee shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it were has been recorded in the Register as provided in this paragraph and a copy thereof furnished to the Security Trustee (together with the related Administrative Questionnaire). The Security Trustee may also require the assigning Purchaser (or holder) to deliver to the Agent: (A) a certificate of an original party hereto officer of the proposed assignee or transferee reasonably satisfactory to the Security Trustee certifying that the proposed assignee or transferee is an “exempt recipient” described in US Treasury Regulations Section 1.6045-1(c)(3)(i)(B); (B) if the proposed assignee or transferee is not able to provide certificate described in subclause (A) above; (1) all information reasonably requested by the Security Trustee and no further consent reasonably necessary to enable the Security Trustee to comply with its information reporting obligations under Section 6045 of the Code and US Treasury Regulations Section 1.6045-1 with respect to the proposed assignment or action transfer; (2) any statement which the assigning Purchaser (or holder) is required by SellerUS Treasury Regulations Section 1.6045A-1 to deliver to the Security Trustee with respect to the proposed assignment or transfer. (vii) If any Global Note shall become mutilated, destroyed, lost or stolen, the Borrower shall, upon the written request of the Holder of such Global Note and upon delivery of a bond or indemnity in favor of the Security Trustee and the Borrower and in such form and amount as shall be reasonably satisfactory to the Security Trustee and the Borrower, or in the event of such mutilation upon surrender and cancellation of such Global Note (in the event that the mutilated note is not recognizable as a Global Note, then an indemnity shall be required rather than a bond), make and deliver such new Global Note, of like tenor of the same outstanding aggregate principal amount and terms, in lieu of such lost, stolen, destroyed or mutilated Global Note. If the Global Note being replaced has become mutilated, such Global Note shall be surrendered to the Security Trustee and a photocopy thereof shall be furnished to the Borrower. In connection with the issuance of any new Global Note under this Section 5.02(a)(vii), the Security Trustee shall require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other Purchaser expenses (including the fees and expenses of the Security Trustee) connected therewith. (viii) The Security Trustee is not required to demand presentment or surrender of any Global Note prior to receipt of final payment on such Global Note. On demand from the Agent Security Trustee, and final payment of any Global Note, the Holder of such Global Note shall surrender such Global Note to the Security Trustee for cancellation. All such surrendered and cancelled Global Notes held by the Security Trustee shall be required; provided, however, that no Purchasing Committed Purchaser shall be entitled to receive any greater payment under Section 10.1.1 than the selling Committed Purchaser would have been entitled to receive thereunderdestroyed.

Assignments by Purchasers. (ai) Each of the Seller Parties and the Committed Purchasers hereby agrees and consents to the complete or partial assignment by VFCC of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Liquidity Banks pursuant to the Liquidity Agreement or to any other commercial paper conduit administered by Wachovia or any of its Affiliates with a short-term debt rating of A-1 or better by S&P and P-1 by Xxxxx'x, and upon such assignment, VFCC shall be released from its obligations so assigned. Further, each of the Seller Parties and the Committed Purchasers hereby agrees that any assignee of VFCC of this Agreement or all or any of the Receivable Interests of VFCC shall have all of the rights and benefits under this Agreement as if the term "VFCC" explicitly referred to such party, and no such assignment shall in any way impair the rights and benefits of VFCC hereunder; PROVIDED, HOWEVER, that no such assignee shall be entitled to receive any greater payment under Section 10.1.1 than VFCC would have been entitled to receive thereunder. (b) With the consent of the Agent and, prior to the Amortization, Seller, such consents not to be unreasonably withheld, any Committed Any Purchaser may at any time and from time to time assign to one or more Persons ("PURCHASING COMMITTED PURCHASERS") each a “Purchasing Purchaser”), in the same Purchaser Group or in a different Purchaser Group, all or any part designated portion (the “Assignment Percentage”) of its Capital, other Aggregate Unpaids, rights and obligations interests hereunder and under this Agreement pursuant the Transaction Documents (including its interest in the Subject Property) and, with respect to an assigning Committed Purchaser, its Commitment, in any case, with the consent of the Administrative Agent and the Purchaser Agents for the Purchaser Groups of the assigning Purchaser and Purchasing Purchaser. Subject to clause (iii) of this subsection, any such assignment agreement among Purchasers shall be evidenced by an Assignment and Assumption Agreement substantially in a the form reasonably acceptable of Annex C with any changes as have been approved by the parties thereto and the consenting parties (each, an “Assignment Agreement”), duly executed by the applicable Purchasing Purchaser and assigning Purchaser and duly executed as consenting parties by the related Purchaser Agents and the Administrative Agent. (ii) Upon (A) the execution of an Assignment Agreement by the parties thereto and the consenting parties, (B) delivery of an executed copy thereof to the Seller, the Servicer, the related Purchaser Agents and the Administrative Agent and (an "ASSIGNMENT AGREEMENT"C) executed payment by such the Purchasing Committed Purchaser and such selling Committed Purchaser. Upon delivery to the assigning Purchaser of the executed Assignment Agreement to the Agentagreed purchase price, if any (or compliance with clause (iii) of this subsection), such selling Committed assigning Purchaser shall be released from and relinquish its obligations hereunder right to the extent Assignment Percentage of each and every right, interest and obligation of such assigning Purchaser and such Purchasing Purchaser shall assume the Assignment Percentage of each of the foregoing, regardless of the purchase price (if any) paid for such assignment. Thereafter Upon consummation of any such assignment as described in the preceding sentence, the Purchasing Committed Purchaser shall be and become, for all purposes be purposes, a “Purchaser” party hereto (and a “Committed Purchaser” if the assigning Purchaser is a Committed Purchaser party to this Agreement and shall have all the rights and obligations of a Committed Purchaser under this Agreement Purchaser) to the same extent as if it were an original party hereto in such capacity and no further with the same rights, benefits and obligations applicable to Purchasers (and, solely if applicable, Committed Purchasers) generally. Any new Purchaser Agent for a Purchasing Purchaser shall also have the rights and obligations of a “Purchaser Agent” upon execution of any applicable Assignment Agreement as a consenting party. The Assignment Agreement shall be an amendment hereof only to the extent necessary to reflect the addition of any such new Purchasing Purchaser and any new Purchaser Agent and Purchaser Group. (iii) Notwithstanding anything to the contrary set forth herein, a Conduit Purchaser may assign its rights and interests to a Purchasing Purchaser pursuant to and in compliance with this subsection (b), but without any requirement for the consent of the Administrative Agent, its Purchaser Agent or action any other Person (other than the Purchasing Purchaser) if the Purchasing Purchaser either (A) is a commercial paper conduit that has as its Purchaser Agent the Purchaser Agent or an Affiliate thereof of the assigning Conduit Purchaser, or (B) is a Committed Purchaser, Liquidity Provider or Program Support Provider for such Conduit Purchaser. In such event, the Purchasers in such Purchaser Group may use their own documentation or internal records rather than execute an Assignment Agreement to evidence such assignment; provided, upon request of Seller, the Purchaser Agent for such Purchaser Group shall confirm whether or not any such assignment has occurred and the amount of Capital held by each Purchaser in its Purchaser Group. (iv) The Administrative Agent, acting as non-fiduciary agent for the Seller (such agency being solely for Tax purposes), shall maintain at an office of the Administrative Agent, a copy of each Assignment Agreement delivered to hereunder and a register for the names and addresses of the Purchasers, the Commitment of each Committed Purchaser and the aggregate outstanding Capital and Yield owing to each Purchaser from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Seller, the Servicer, the Purchasers, and any other Affected Persons shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Purchaser hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Seller, any Purchaser Agent, any Purchaser and any other Affected Person at any reasonable time and from time to time upon reasonable prior notice. Each Purchaser that assigns (other than a collateral assignment or the Agent shall be required; provided, however, that no participation) or transfers all or part of its rights and interests hereunder to a Purchasing Committed Purchaser shall be entitled required to receive any greater payment under Section 10.1.1 than provide the selling Committed Purchaser would have been entitled Administrative Agent with notice of such assignment in order for the Purchasing Purchaser’s assumed Capital, Commitment (if any), rights in the Subject Property, and other rights and interests to receive thereunderbe reflected in the Register.

Assignments by Purchasers. (a) Each of the Seller Parties and the Committed Purchasers each Liquidity Bank hereby agrees agree and consents consent to the complete or partial assignment by VFCC Blue Ridge of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Liquidity Banks pursuant to the Liquidity Agreement or to any other commercial paper conduit administered by Wachovia or any of its Affiliates with a short-term debt rating of A-1 or better by S&P and P-1 by Xxxxx'xEligible Conduit, and upon such assignment, VFCC Blue Ridge shall be released from its obligations so assigned. Further, Seller and each of the Seller Parties and the Committed Purchasers Liquidity Bank hereby agrees agree that any assignee of VFCC Blue Ridge of this Agreement or all or any of the Receivable Interests of VFCC Blue Ridge shall have all of the rights and benefits under this Agreement as if the term "VFCCBLUE RIDGE" explicitly referred to such party, and no such assignment shall in any way impair the rights and benefits of VFCC Blue Ridge hereunder; PROVIDEDprovided, HOWEVERhowever, that no such assignee shall be entitled to receive any greater payment under Section 10.1.1 than VFCC Blue Ridge would have been entitled to receive thereunder. Neither Seller nor Servicer shall have the right to assign its rights or obligations under this Agreement. (b) With the consent of the Agent and, prior to the Amortization, Seller, such consents not to be unreasonably withheld, any Committed Purchaser Any Liquidity Bank may at any time and from time to time assign to one or more Persons ("PURCHASING COMMITTED PURCHASERSLIQUIDITY BANKS") all or any part of its rights and obligations under this Agreement pursuant to an assignment agreement in a form reasonably acceptable to the Agent (an "ASSIGNMENT AGREEMENT") executed by such Purchasing Committed Purchaser Liquidity Bank and such selling Committed PurchaserLiquidity Bank. The consent of Blue Ridge and, prior to the occurrence of an Amortization Event, the Seller (which consent shall not be unreasonably withheld or delayed) shall be required prior to the effectiveness of any such assignment. Each assignee of a Liquidity Bank must be an Eligible Assignee. Upon delivery of the executed Assignment Agreement to the Agent, such selling Committed Purchaser Liquidity Bank shall be released from its obligations hereunder to the extent of such assignment. Thereafter the Purchasing Committed Purchaser Liquidity Bank shall for all purposes be a Committed Purchaser Liquidity Bank party to this Agreement and shall have all the rights and obligations of a Committed Purchaser Liquidity Bank under this Agreement to the same extent as if it were an original party hereto and no further consent or action by Seller, any other Purchaser the Purchasers or the Agent shall be required; provided, however, that no Purchasing Committed Purchaser Liquidity Bank shall be entitled to receive any greater payment under Section 10.1.1 than the selling Committed Purchaser Liquidity Bank would have been entitled to receive thereunder. (c) Each of the Liquidity Banks agrees that in the event that it shall cease to have a short-term debt rating of A-1 or better by S&P and P-1 by Moody's (an "AFFECTED LIQUIDITY BANK"), such Affected Liquidity Bank xxxxx xe obliged, at the request of Blue Ridge or the Agent, to assign all of its rights and obligations hereunder to (x) another Liquidity Bank or (y) another funding entity nominated by the Agent and acceptable to Blue Ridge, and willing to participate in this Agreement through the Liquidity Termination Date in the place of such Affected Liquidity Bank; provided that the Affected Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Liquidity Bank's Pro Rata Share of the Aggregate Invested Amount and Yield owing to the Liquidity Banks and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Receivable Interests of the Liquidity Banks.

Assignments by Purchasers. (a) Each of the Seller Parties and the Committed Purchasers hereby agrees and consents to the complete or partial assignment by VFCC of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Liquidity Banks pursuant to the Liquidity Agreement or to any other commercial paper conduit administered by Wachovia or any of its Affiliates with a short-term debt rating of A-1 or better by S&P and P-1 by Xxxxx'x, and upon such assignment, VFCC shall be released from its obligations so assigned. Further, each of the Seller Parties and the Committed Purchasers hereby agrees that any assignee of VFCC of this Agreement or all or any of the Receivable Interests of VFCC shall have all of the rights and benefits under this Agreement as if the term "VFCC" explicitly referred to such party, and no such assignment shall in any way impair the rights and benefits of VFCC hereunder; PROVIDED, HOWEVER, that no such assignee shall be entitled to receive any greater payment under Section 10.1.1 than VFCC would have been entitled to receive thereunder. (b) With the consent of the Agent and, prior to the Amortization, Seller, such consents not to be unreasonably withheld, any Committed Any Purchaser may at any time and from time to time assign to one or more Persons ("PURCHASING COMMITTED PURCHASERS") that is not a Disqualified Purchaser all or any part a portion of its rights and obligations under this Agreement pursuant (including all or a portion of its Note at the time owing to it); provided that: (i) except in the case of an assignment to a Purchaser or an Affiliate or Approved Fund, the amount of the Notes of the assigning Purchaser subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $500,000 unless the Company and Administrative Agent otherwise consents; (ii) except in the case of (A) an assignment to an assignment agreement in Approved Affiliate, or (B) if an Event of Default has occurred and is continuing, the Company has given its prior written consent to such assignment, such consent not to be unreasonably withheld, conditioned or delayed; provided that such consent shall be deemed given if the Company has not responded to a form reasonably acceptable to the Agent written request for such consent within five (an "ASSIGNMENT AGREEMENT"5) executed by such Purchasing Committed Purchaser and such selling Committed Purchaser. Upon delivery Business Days of the executed Assignment Agreement request; (iii) except in the case of an assignment to an OIC Entity, the AgentAdministrative Agent must give its prior written consent to such assignment, such selling Committed Purchaser not to be unreasonably withheld, conditioned or delayed; (iv) each partial assignment shall be released from its made as an assignment of a proportionate part of all the assigning Purchaser’s rights and obligations hereunder to the extent of such assignment. Thereafter the Purchasing Committed Purchaser shall for all purposes be a Committed Purchaser party to under this Agreement and shall have the other Note Documents (including all or a portion of the Notes owing to it); provided that the assignee assumes the rights and obligations of a Committed Purchaser, including representations by the assignee under Article IV-A and that it is not a Disqualified Purchaser; (v) except in the case of an assignment to an Affiliate or an Approved Fund, the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and (vi) the assignee, if it shall not be a Purchaser, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon acceptance and recording pursuant to Section 10.04(d), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party hereto and shall be deemed to have made as of such date of assignment the representations and warranties of the Purchasers set forth in Article IV.A hereof, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Purchaser under this Agreement Agreement, and the assigning Purchaser thereunder shall, to the same extent as if it were of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an original Assignment and Assumption covering all of the assigning Purchaser’s rights and obligations under this Agreement, such Purchaser shall cease to be a party hereto and no further consent or action by Seller, any other Purchaser or the Agent but shall be required; provided, however, that no Purchasing Committed Purchaser shall continue to be entitled to receive any greater payment the benefits of Section 2.09, Section 2.10 and Section 10.03). Any assignment or transfer by a Purchaser of rights or obligations under this Agreement that does not comply with this Section 10.1.1 than the selling Committed 10.04(b) shall be treated for purposes of this Agreement as a sale by such Purchaser would have been entitled to receive thereunderof a participation in such rights and obligations in accordance with Section 10.04(f).