Common use of Assignments to Purchasing Banks Clause in Contracts

Assignments to Purchasing Banks. Any Bank may in the ordinary course of its business and in compliance with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and (to the extent required under clause (ii) below) the Borrower, assign to one or more banks, other institutions or special purpose funding vehicles (“Purchasing Banks”) all or any part of its Credit Exposure pursuant to a supplement to this Agreement, substantially in the form of Exhibit I hereto (a “Transfer Supplement”), executed by such Purchasing Bank and such transferor Bank; provided, that any assignment to any Person other than a Bank or an Affiliate of the assignor of less than all of its Credit Exposure shall be in an amount at least equal to $10,000,000. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereof, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, (iv) payment by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, and (v) payment to the Administrative Agent of the assignment fee set forth in clause 4 of such Transfer Supplement, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents shall be required. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank. Promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that a replacement Note (if requested) is issued to such transferor Bank and a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, in exchange for the Notes issued to such transferor Bank prior to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice.

Assignments to Purchasing Banks. Any Bank may in the ordinary course of its business and in compliance with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and (to the extent required under clause (ii) below) the Borrower, assign to one or more banks, other institutions or special purpose funding vehicles (“Purchasing Banks”) all or any part of its Credit Exposure pursuant to a supplement to this Agreement, substantially in the form of Exhibit I hereto (a “Transfer Supplement”), executed by such Purchasing Bank and such transferor Bank; provided, that any assignment to any Person other than a Bank or an Affiliate of the assignor of less than all of its Credit Exposure shall be in an amount at least equal to $10,000,000. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) ), provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereofthereof and provided, further, that the consent of the Borrower or Administrative Agent shall not be required for assignments to another Bank or affiliate of such assigning Bank, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, (iv) payment by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, and (v) payment to the Administrative Agent of the assignment fee set forth in clause 4 of such Transfer Supplement, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents shall be required. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Bank, or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B). Promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that a replacement Note (if requested) is issued to such transferor Bank and a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, in exchange for the Notes issued to such transferor Bank prior to such assignment. The parties further agree that Xxxxxxx LynchBofA Securities, Pierce, Xxxxxx & Xxxxx Incorporated Inc. may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice.

Assignments to Purchasing Banks. Any Bank may in the ordinary course of its business and in compliance with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and (to the extent required under clause (ii) below) the Borrower, assign to one or more banks, other institutions or special purpose funding vehicles (“Purchasing Banks”) all or any part of its Credit Exposure pursuant to a supplement to this Agreement, substantially in the form of Exhibit I hereto (a “Transfer Supplement”), executed by such Purchasing Bank and such transferor Bank; provided, that any assignment to any Person other than a Bank or an Affiliate of the assignor of less than all of its Credit Exposure shall be in an amount at least equal to $10,000,000. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereof), (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, (iv) payment by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, and (v) payment to the Administrative Agent of the assignment fee set forth in clause 4 of such Transfer Supplement, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents shall be required. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank. Promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that a replacement Note (if requested) is issued to such transferor Bank and a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, and in exchange for the Notes issued to such transferor Bank prior to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice.

Assignments to Purchasing Banks. Any Bank may in the ordinary course of its business and in compliance with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and (to the extent required under clause (ii) below) the Borrower, assign to one or more banks, other institutions or special purpose funding vehicles (“Purchasing Banks”) all or any part of its Credit Exposure pursuant to a supplement to this Agreement, substantially in the form of Exhibit I hereto (a “Transfer Supplement”), executed by such Purchasing Bank and such transferor Bank; provided, that any assignment to any Person other than a Bank or an Affiliate of the assignor of less than all of its Credit Exposure shall be in an amount at least equal to $10,000,000. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereof, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, (iv) payment by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, and (v) payment to the Administrative Agent of the assignment fee set forth in clause 4 of such Transfer Supplement, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents shall be required. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank. Promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that a replacement Note (if requested) is issued to such transferor Bank and a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, in exchange for the Notes issued to such transferor Bank prior to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice.

Assignments to Purchasing Banks. Any Bank The Lender may in the ordinary course of its business at any time and in compliance with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and (from time to the extent required under clause (ii) below) the Borrower, time assign to one or more banks, other institutions or special purpose funding vehicles Persons (“"Purchasing Banks”") all or any part of its Credit Exposure pursuant to a supplement to this Agreement, substantially in the form of Exhibit I hereto (a “Transfer Supplement”)an Assignment and Acceptance, executed by such Purchasing Bank and the Lender. Any such transferor Bank; provided, that any partial assignment to any Person other than a Bank or shall be an Affiliate assignment of an identical percentage of the assignor Lender's Loans and loan Commitment hereunder. The Lender shall maintain at its address referred to in Section 9.2 a copy of less than all each Assignment and Acceptance delivered to it and a register (the "Register") for the recordation of its Credit Exposure shall be in an the amount at least equal and Borrowing Date of each Loan made hereunder, the amount of any principal or interest due and payable or to $10,000,000become due and payable from the Borrower to the Lender hereunder and the amount of any payment received by the Lender hereunder from the Borrower. Upon (i) such execution of such Transfer SupplementAssignment and Acceptance, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereof, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, (iviii) payment by such Purchasing Bank to such transferor Bank the Lender of an amount equal to the purchase price agreed between such transferor Bank the Lender and such Purchasing Bank, and (v) payment to the Administrative Agent of the assignment fee set forth in clause 4 of such Transfer Supplement, such transferor Bank Lender shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank the Lender under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks Borrower or the Agents Lender shall be required. Such Transfer Supplement Assignment and Acceptance shall be deemed to amend this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank party and the resulting adjustment of the Commitmentsloan Commitment, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bankthe Lender. Promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent Lender and the Borrower shall make appropriate arrangements so that a replacement Note (if requested) is issued to such transferor Bank the Lender and a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, in exchange for the Notes issued to such transferor Bank prior to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior noticetransfer.

Assignments to Purchasing Banks. Any Bank may may, in the ordinary course of its business and in compliance accordance with applicable law, at any time assign to any Bank or any affiliate thereof or, with the prior written consent of the Borrower and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and Agent, which consent shall not be unreasonably withheld, to any other Person (to the extent required under clause (ii) below) the Borrower, assign to one or more banks, other institutions or special purpose funding vehicles (“"Purchasing Banks”") all or any part of its Credit Exposure pursuant to a supplement to this Agreement, substantially in the form of Exhibit I N hereto (a “"Transfer Supplement”"), executed by such Purchasing Bank, such transferor Bank and the Administrative Agent; PROVIDED that (x) the minimum amount of the Credit Exposure of any Bank so assigned shall not be less than $5,000,000 (or if the assignor shall assign its entire Credit Exposure, any lesser amount) and (y) such transferor Bankassignment must be on a pro rata basis as between the Expansion Loan Commitment and Revolving Loan Commitment of such Transferor Bank and; providedPROVIDED FURTHER that the prior written consent of the L/C Banks, that any assignment which shall not be unreasonably withheld, shall be required for assignments to any Person other Purchasing Bank unless such Purchasing Bank's long term indebtedness is rated at or higher than a BBB+ by Standard & Poor's or Baa1 by Moody's or if such rating is unavailable, such Purchasing Bank's long xxxx xxrtificate of deposit rating is at or higher than BBB+ by Standard & Poor's or Baa1 by Moody's. No L/C Bank shall at any time assign or transfer to any Purchxxxxx Xank its rights and obligations as L/C Bank without (i) the prior written consent of the Borrower and the Administrative Agent, which consent shall not be unreasonably withheld, and (ii) providing to the Administrative Agent such documents and instruments executed by such L/C Bank or an Affiliate assignee or transferee as the Administrative Agent may reasonably request for purposes of effecting such assignment or transfer and the assignor admission of less than all of its Credit Exposure shall be in an amount at least equal to $10,000,000such assignee or transferee as L/C Bank. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereof, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, Agent and (iviii) payment by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, Bank and (v) payment to the Administrative Agent by such Purchasing or Transferor Bank a non-refundable processing fee of the assignment fee set forth in clause 4 of such Transfer Supplement$3,500, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents Administrative Agent shall be required. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the CommitmentsCommit ments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank. Promptly If the transferor Bank shall then be in possession of a Note and if requested by the Purchasing Bank, promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent and the Borrower shall shall, at the expense of the Purchasing Bank, make appropriate arrangements so that a replacement Note (if requested) is issued to such transferor Bank and a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, in exchange for the Notes issued to such transferor Bank prior to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior noticetransfer.

Assignments to Purchasing Banks. Any Bank may in the ordinary course of its business at any time and in compliance with applicable lawfrom time to time, and having given at least ten (10i) Business Days’ notice to, and received without the consent ofof the Borrower or the Agent, the Administrative Agent to any Person that at such time is a Lender or that is an Affiliate of such Lender and (to the extent required under clause (ii) below) with the prior written consent of the Borrower, which consent shall not be unreasonably withheld, and the prior written consent of the Agent, assign to one or more banks, other institutions or special purpose funding vehicles Persons (“"Purchasing Banks”") all or any part of its Credit Exposure Bank Commitment and all or any portion of the Bank Interest of such Bank relating to such Bank Commitment pursuant to a supplement to this Agreement and to the Transfer Agreement, substantially in the form of Exhibit I hereto M with any changes as have been approved by the parties thereto (a “Transfer "Loans Supplement”"), executed by such Purchasing Bank, such selling Bank and such transferor Bank; provided, that any assignment to any Person other than a Bank or an Affiliate the Agent. If required in connection with the maintenance of the assignor Rating, each such Loans Supplement must be accompanied by an opinion of counsel of the Purchasing Bank as to such matters as Windmill and the Agent may reasonably request. Any such assignment of the Bank Commitment cannot be for an amount less than all Five Million Dollars ($5,000,000). Such Purchasing Bank must be a depository institution organized under the laws of its Credit Exposure a country (each an "OECD Country") which is a full member of the Organization of Economic Cooperation and Development, or which has concluded special lending arrangements with the International Monetary Fund (the "IMF") associated with the IMF's General Arrangements to Borrow. Each such Purchasing Bank shall pay a fee of Two Thousand Five Hundred Dollars ($2,500) to the Agent. Any such partial assignment shall be in an amount at least equal to $10,000,000assignment of an identical percentage of such selling Bank's Interest and its Bank Commitment hereunder and under the Transfer Agreement. Upon (i) such execution of such Transfer Loans Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereof, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, Agent and (iviii) payment by such Purchasing Bank to such transferor selling Bank of an amount equal to the purchase price agreed between such transferor selling Bank and such Purchasing Bank, and (v) payment to the Administrative Agent of the assignment fee set forth in clause 4 of such Transfer Supplement, such transferor selling Bank shall be released from its obligations hereunder and under the Transfer Agreement to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party heretohereto and to the Transfer Agreement, and no further consent or action by the Borrower, the Banks Lenders or the Agents Agent shall be required. The amount of the Bank Interest allocable to such Purchasing Bank shall be equal to the amount of the Bank Interest transferred regardless of the purchase price paid therefor. Such Transfer Loans Supplement shall be deemed to amend an amendment of this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Bank Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure Bank Commitment of such transferor selling Bank. Promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that a replacement Note (if requested) is issued to such transferor Bank and a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, in exchange for the Notes issued to such transferor Bank prior to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice.

Assignments to Purchasing Banks. Any Bank may in the ordinary course of its business at any time and in compliance with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and (from time to the extent required under clause (ii) below) the Borrower, time assign to one or more banks, other institutions or special purpose funding vehicles Persons (“Purchasing Banks”"PURCHASING BANKS") all or any part of its Credit Exposure in a minimum principal amount of $1,875,000 pursuant to a supplement to this Agreement, substantially in the form of Exhibit I EXHIBIT D hereto (a “Transfer Supplement”"TRANSFER SUPPLEMENT"), executed by such Purchasing Bank, such transferor Bank and such transferor Bank; provided, that any assignment to any Person other than a Bank or an Affiliate of the assignor of less than all of its Credit Exposure shall be in an amount at least equal to $10,000,000Agent. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereof, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, Agent and (iviii) payment by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, and (v) payment to the Administrative Agent of the assignment fee set forth in clause 4 of such Transfer Supplement, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents Agent shall be required. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank. Promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, hereto the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that a replacement Note (if requested) is issued to such transferor Bank and a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer. Further, upon the consummation of any transfer andto a Purchasing Bank, if applicable, in exchange for the Notes issued to such transferor Bank prior agrees to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice supplement SCHEDULE 1 to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following show the date of this Agreement. The Administrative Agentsuch transfer, acting solely the transferor Bank, the Purchasing Bank, the Purchasing Bank's address for this purpose as an agent notice purposes and the amount of the Borrower, shall maintain at one of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior noticeCommitments so transferred.

Assignments to Purchasing Banks. Any Bank may in the ordinary course of its business and in compliance with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and (to the extent required under clause (ii) below) the Borrower, assign to one or more banks, other institutions institutions, Affiliates or special purpose funding vehicles Approved Funds (“Purchasing Banks”) all or any part of its Credit Exposure with respect to any Class pursuant to a supplement to this Agreement, substantially in the form of Exhibit I “C” hereto (a “Transfer Supplement”), executed by such Purchasing Bank and such transferor Bank; provided, that any assignment to any Person other than a Bank or an Affiliate or Approved Fund of the assignor of less than all of its Credit Exposure with respect to either Class shall be in an amount at least equal to $10,000,00010,000,000 and provided further that any assignment by a Bank hereunder shall be with respect to a rateable portion of such transferor Bank’s Credit Exposure with respect to both Classes to the extent such transferor Bank holds Credit Exposure with respect to both Classes. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, and consent by the Borrower thereto (which may not be unreasonably withheld) provided ), (it being acknowledged that no such consent of the Borrower shall be deemed to have consented to any such assignment unless it required if (x) an Event of Default shall object thereto by written notice to then be continuing, or (y) the Administrative Agent within 7 Business Days after having received notice thereofPurchasing Bank is a Bank or an Affiliate of the assignor), (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, (iv) payment by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, and (v) payment to the Administrative Agent of the assignment fee set forth in clause 4 of such Transfer Supplement, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents shall be required; provided that, except to the extent otherwise expressly agreed to by the affected parties, no assignment by a Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 Exhibit “H” to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank. Promptly after Notwithstanding the consummation of any transfer to foregoing, no Defaulting Bank may be a Purchasing Bank pursuant heretowhile it is a Defaulting Bank hereunder. In connection with any assignment of rights and obligations of any Defaulting Bank hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the transferor Bank, parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Borrower shall make appropriate arrangements so that a replacement Note (if requested) is issued to such transferor Bank and a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, in exchange for the Notes issued to such transferor Bank prior to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose as an agent the applicable rateable share of Accommodations previously requested but not funded by the BorrowerDefaulting Bank, shall maintain at one to each of its offices in which the United States a copy of each Transfer Supplement delivered to it applicable assignee and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banksassignor hereby irrevocably consent), to (x) pay and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each satisfy in full all payment liabilities then owed by such Defaulting Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full rateable share of all Accommodations of each Class. For greater certainty, all payments made by an assignee to an assignor that is a Defaulting Bank shall treat each Person whose name is recorded be net of amounts payable pursuant to clause (x) above, and such amounts payable pursuant to such clause (x) above shall be paid to the Administrative Agent for distribution accordingly. Notwithstanding the foregoing, in the Register pursuant to the terms hereof as a event that any assignment of rights and obligations of any Defaulting Bank hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Bank for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior noticeAgreement until such compliance occurs.

Assignments to Purchasing Banks. Any Bank may in at any time and from time to time, with the ordinary course prior written consent of its business the Borrower and in compliance with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and (to the extent required under clause (ii) below) the BorrowerAgent, which consent shall not be unreasonably withheld or delayed, assign to one or more banks, other financial institutions or special purpose funding vehicles other entities (“"Purchasing Banks”") all or any part of its Credit Exposure pursuant to a supplement to this Agreement, Agreement substantially in the form of Exhibit I H attached hereto with such changes as the Administrative Agent shall approve (a “"Transfer Supplement”"), executed by such Purchasing Bank, such transferor Bank and the Administrative Agent; provided that no Bank may assign its rights and obligations as a Swing Line Lender; and provided further that the prior consent of the Issuing Banks and the Swing Line Lenders, which shall not be unreasonably withheld, shall be required for assignments to any Purchasing Bank unless such Purchasing Bank's long term indebtedness is rated at or higher than BBB+ by Standard & Poor's or Baa1 by Moody's or if such rating is unavailable, such Purcxxxxxx Bank's long term certificate of deposit rating is at or higher than BBB+ by Standard & Poor's or Baa1 by Moody's. Any such partial assignment shall be an asxxxxxxxt of an identical percentage of the transferor Bank; provided's Loans and Commitment, that any assignment to any Person other than a Bank or an Affiliate Swing Line Exposure and Letter of Credit Exposure under each of the assignor of less than all of its Credit Exposure facilities and shall be in an a principal amount of at least equal to $10,000,000. If the effect of any assignment would be to reduce a Swing Line Lender's remaining aggregate Commitment below its Swing Line Commitment, such Swing Line Lender shall first obtain the consent of the Borrower and the Administrative Agent. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereof, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, (iviii) payment (x) by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, and (vy) payment by either such Purchasing Bank or such transferor Bank to the Administrative Agent of the an assignment fee set forth in clause 4 of such Transfer Supplement$3,000, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents Administrative Agent shall be required; provided, however, that the transferor Bank shall retain such rights to expense reimbursement and indemnification hereunder to which it was entitled at the time of the transfer with respect to matters arising out of the prior involvement of such transferor Bank as a Bank hereunder. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank (and such amendment shall not require the consent of any Purchasing Bank). Promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that that, if such transferor Bank then holds a Note, a replacement Note (if requested) is issued to such transferor Bank and and, if requested by the Purchasing Bank, a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer. No Issuing Bank shall at any time assign or transfer and, if applicable, in exchange for the Notes issued to such transferor any Purchasing Bank prior to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, assign its Issuing Bank Commitment or rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by as an Issuing Bank without (i) the prior written consent of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Borrower and the Administrative Agent, acting solely for this purpose as an agent of the Borrower, which consent shall maintain at one of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banks)not be unreasonably withheld, and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and typesii) of the Credit Exposures owing to, each Bank pursuant providing to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent such documents and instruments executed by such Issuing Bank or assignee or transferee as the Administrative Agent may reasonably request for purposes of effecting such assignment or transfer and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof admission of such assignee or transferee as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any an Issuing Bank, at any reasonable time and from time to time upon reasonable prior notice.

Assignments to Purchasing Banks. Any Bank may in at any time and from time to time, with the ordinary course prior written consent of its business the Borrower and in compliance with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and (to the extent required under clause (ii) below) the BorrowerAgent, which consent shall not be unreasonably withheld or delayed, assign to one or more banks, other financial institutions or special purpose funding vehicles other entities (“Purchasing Banks”) all or any part of its Credit Exposure pursuant to a supplement to this Agreement, Agreement substantially in the form of Exhibit I attached hereto with such changes as the Administrative Agent shall approve (a “Transfer Supplement”), executed by such Purchasing Bank, such transferor Bank and the Administrative Agent. Any such partial assignment shall be an assignment of an identical percentage of the transferor Bank; provided’s Loans and Commitment, that any assignment to any Person other than a Bank or an Affiliate under each of the assignor of less than all of its Credit Exposure facilities and shall be in an a principal amount of at least equal to $10,000,00010,000,000 unless otherwise agreed by the Borrower and the Administrative Agent. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereof, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, (iviii) payment (x) by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, and (vy) payment by either such Purchasing Bank or such transferor Bank to the Administrative Agent of the an assignment fee set forth in clause 4 of such Transfer Supplement$3,000, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents Administrative Agent shall be required; provided, however, that the transferor Bank shall retain such rights to expense reimbursement and indemnification hereunder to which it was entitled at the time of the transfer with respect to matters arising out of the prior involvement of such transferor Bank as a Bank hereunder. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank (and such amendment shall not require the consent of any Purchasing Bank). Promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that that, if such transferor Bank then holds a Note, a replacement Note (if requested) is issued to such transferor Bank and and, if requested by the Purchasing Bank, a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, in exchange for the Notes issued to such transferor Bank prior to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior noticetransfer.

Assignments to Purchasing Banks. Any Bank may in the ordinary course of its business at any time and in compliance from time to time assign, with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent ofof the Borrower and the Agent which consent shall not be unreasonably withheld, the Administrative Agent and (to the extent required under clause (ii) below) the Borrower, assign to one or more banks, other institutions or special purpose funding vehicles Persons (“"Purchasing Banks”") all or any part of its Credit Exposure pursuant to a supplement to this Agreement, substantially in the form of Exhibit I hereto (a “"Transfer Supplement”Sup- plement"), executed by such Purchasing Bank, such transferor Bank and such transferor Bankthe Agent; provided, however, that (i) any such assignment to any Person other than a Bank or an Affiliate of the assignor of less than all of its Credit Exposure shall be in an amount of at least equal $5,000,000 and (ii) the assignee or assignor shall pay to the Agent a processing and recordation fee of $10,000,0003,000 for each assignment. Any such partial assignment shall be an assignment of an identical percentage of the transferor Bank's Loans, Letters of Credit and Commitments. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereof, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, Agent and (iviii) payment by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, and (v) payment to the Administrative Agent of the assignment fee set forth in clause 4 of such Transfer Supplement, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents Agent shall be required. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank. Promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that a replacement Note (if requested) is issued to such transferor Bank and a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, in exchange for the Notes issued to such transferor Bank prior to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior noticetransfer.

Assignments to Purchasing Banks. Any Bank may in the ordinary course of its business and in compliance with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and (to the extent required under clause (ii) below) the Borrower, assign to one or more banks, other institutions institutions, Affiliates or special purpose funding vehicles Approved Funds (“Purchasing Banks”) all or any part of its Credit Exposure with respect to any Class pursuant to a supplement to this Agreement, substantially in the form of Exhibit I “C” hereto (a “Transfer Supplement”), executed by such Purchasing Bank and such transferor Bank; provided, that any assignment to any Person other than a Bank or an Affiliate or Approved Fund of the assignor of less than all of its Credit Exposure with respect to either Class shall be in an amount at least equal to $10,000,00010,000,000 and provided further that any assignment by a Bank hereunder shall be with respect to a rateable portion of such transferor Bank’s Credit Exposure with respect to both Classes to the extent such transferor Bank holds Credit Exposure with respect to both Classes. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, and consent by the Borrower thereto (which may not be unreasonably withheld) provided ), (it being acknowledged that no such consent of the Borrower shall be deemed to have consented to any such assignment unless it required if (x) an Event of Default shall object thereto by written notice to then be continuing, or (y) the Administrative Agent within 7 Business Days after having received notice thereofPurchasing Bank is a Bank or an Affiliate of the assignor), (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, (iv) payment by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, and (v) payment to the Administrative Agent of the assignment fee set forth in clause 4 of such Transfer Supplement, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents shall be required; provided that, except to the extent otherwise expressly agreed to by the affected parties, no assignment by a Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 Exhibit “H” to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank. Promptly after Notwithstanding the consummation foregoing, (i) Bank of any transfer Tokyo-Mitsubishi UFJ (Canada) shall be entitled to a Purchasing assign all of its Credit Exposure of each Class to The Bank pursuant heretoof Tokyo-Mitsubishi UFJ, the transferor BankLtd., Toronto Branch by providing written notice thereof to the Administrative Agent and the Borrower shall make appropriate arrangements so that (such assignment not to require compliance with clause (ii) or (v) of this Section 13.5(c)) and (ii) no Defaulting Bank may be a replacement Note (if requested) Purchasing Bank while it is issued to such transferor a Defaulting Bank and a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, in exchange for the Notes issued to such transferor Bank prior to such assignmenthereunder. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, assign its In connection with any assignment of rights and obligations under this Agreement of any Defaulting Bank hereunder, no such assignment shall be effective unless and until, in addition to any the other registered broker-dealer wholly-owned by Bank of America Corporation conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following outright payment, purchases by the date assignee of this Agreement. The participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, acting solely for this purpose as an agent the applicable rateable share of Accommodations previously requested but not funded by the BorrowerDefaulting Bank, shall maintain at one to each of its offices in which the United States a copy of each Transfer Supplement delivered to it applicable assignee and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banksassignor hereby irrevocably consent), to (x) pay and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each satisfy in full all payment liabilities then owed by such Defaulting Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full rateable share of all Accommodations of each Class. For greater certainty, all payments made by an assignee to an assignor that is a Defaulting Bank shall treat each Person whose name is recorded be net of amounts payable pursuant to clause (x) above, and such amounts payable pursuant to such clause (x) above shall be paid to the Administrative Agent for distribution accordingly. Notwithstanding the foregoing, in the Register pursuant to the terms hereof as a event that any assignment of rights and obligations of any Defaulting Bank hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Bank for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior noticeAgreement until such compliance occurs.

Assignments to Purchasing Banks. Any Bank may in the ordinary course of its business and in compliance with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and (to the extent required under clause (ii) below) the Borrower, assign to one or more banks, other institutions or special purpose funding vehicles (“Purchasing Banks”) all or any part of its Credit Exposure pursuant to a supplement to this Agreement, substantially in the form of Exhibit I hereto (a “Transfer Supplement”), executed by such Purchasing Bank and such transferor Bank; provided, that any assignment to any Person other than a Bank or an Affiliate of the assignor of less than all of its Credit Exposure shall be in an amount at least equal to $10,000,000. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) ), provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereofthereof and provided, further, that the consent of the Borrower or Administrative Agent shall not be required for assignments to another Bank or affiliate of such assigning Bank, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, (iv) payment by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, and (v) payment to the Administrative Agent of the assignment fee set forth in clause 4 of such Transfer Supplement, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents shall be required. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Bank, or any of its Subsidiaries, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (B). Promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that a replacement Note (if requested) is issued to such transferor Bank and a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, in exchange for the Notes issued to such transferor Bank prior to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice.

Assignments to Purchasing Banks. Any Bank may in the ordinary course of its business and in compliance with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and (to the extent required under clause (ii) below) the Borrower, assign to one or more banks, other institutions institutions, Affiliates or special purpose funding vehicles Approved Funds (“Purchasing Banks”) all or any part of its Credit Exposure pursuant to a supplement to this Agreement, substantially in the form of Exhibit I “C” hereto (a “Transfer Supplement”), executed by such Purchasing Bank and such transferor Bank; provided, that any assignment to any Person other than a Bank or an Affiliate or Approved Fund of the assignor of less than all of its Credit Exposure shall be in an amount at least equal to $10,000,000. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, and consent by the Borrower thereto (which may not be unreasonably withheld) provided ), (it being acknowledged that no such consent of the Borrower shall be deemed to have consented to any such assignment unless it required if (x) an Event of Default shall object thereto by written notice to then be continuing, or (y) the Administrative Agent within 7 Business Days after having received notice thereofPurchasing Bank is a Bank or an Affiliate of the assignor), (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, (iv) payment by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, and (v) payment to the Administrative Agent of the assignment fee set forth in clause 4 of such Transfer Supplement, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents shall be required; provided that, except to the extent otherwise expressly agreed to by the affected parties, no assignment by a Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 Exhibit “G” to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank. Promptly after Notwithstanding the consummation foregoing, (i) Bank of any transfer Tokyo-Mitsubishi UFJ (Canada) shall be entitled to a Purchasing assign all of its Credit Exposure to The Bank pursuant heretoof Tokyo-Mitsubishi UFJ, the transferor BankLtd., Toronto Branch by providing written notice thereof to the Administrative Agent and the Borrower shall make appropriate arrangements so that (such assignment not to require compliance with clause (ii) or (v) of this Section 13.5(c)) and (ii) no Defaulting Bank may be a replacement Note (if requested) Purchasing Bank while it is issued to such transferor a Defaulting Bank and a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, in exchange for the Notes issued to such transferor Bank prior to such assignmenthereunder. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, assign its In connection with any assignment of rights and obligations under this Agreement of any Defaulting Bank hereunder, no such assignment shall be effective unless and until, in addition to any the other registered broker-dealer wholly-owned by Bank of America Corporation conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following outright payment, purchases by the date assignee of this Agreement. The participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, acting solely for this purpose as an agent the applicable rateable share of Accommodations previously requested but not funded by the BorrowerDefaulting Bank, shall maintain at one to each of its offices in which the United States a copy of each Transfer Supplement delivered to it applicable assignee and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banksassignor hereby irrevocably consent), to (x) pay and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each satisfy in full all payment liabilities then owed by such Defaulting Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full rateable share of all Accommodations. For greater certainty, all payments made by an assignee to an assignor that is a Defaulting Bank shall treat each Person whose name is recorded be net of amounts payable pursuant to clause (x) above, and such amounts payable pursuant to such clause (x) above shall be paid to the Administrative Agent for distribution accordingly. Notwithstanding the foregoing, in the Register pursuant to the terms hereof as a event that any assignment of rights and obligations of any Defaulting Bank hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Bank for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior noticeAgreement until such compliance occurs.

Assignments to Purchasing Banks. Any Subject to the prior written consent of the Borrower and Issuing Bank (which consent, in each case, shall not be unreasonably withheld), any Bank may in the ordinary course of its business at any time and in compliance with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and (from time to the extent required under clause (ii) below) the Borrower, time assign to one or more banks, other additional banks or financial institutions or special purpose funding vehicles (“"Purchasing Banks”") all or any part (in the amount of at least $10,000,000 or integral multiples of $1,000,000 in excess thereof or, if less, the entire amount of such Bank's Credit Exposure) of its Credit Exposure pursuant to a supplement to this Agreement, substantially in the form of Exhibit I H hereto (a “"Transfer Supplement”"), executed by such Purchasing Bank and Bank, such transferor Bank; provided, that any assignment to any Person other than a Bank or an Affiliate of and the assignor of less than all of its Credit Exposure shall be in an amount at least equal to $10,000,000Agent. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereof, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, (iviii) payment by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, Bank and (viv) payment by the transferor Bank to the Administrative Agent of the a non-refundable assignment fee set forth in clause 4 of such Transfer Supplement$2,500, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement to the extent of such assignment and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents Agent shall be required. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Revolving Loan Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank. Promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that a replacement Note (if requested) is issued to such transferor Bank and a new Note (if requested) Note, dated the date of such transfer, is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer andtransfer. Notwithstanding the foregoing, if applicable, in exchange for the Notes issued to such transferor any Bank prior to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, may at any time assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which pledge all or substantially all of Bank of America Corporation’s or any portion of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose Loans and Notes to a Federal Reserve Bank as an agent collateral in accordance with Regulation A of the Borrower, shall maintain at one Board of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation Governors of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower Federal Reserve System and any operating circular issued by such Federal Reserve Bank, at any reasonable time and from time to time upon reasonable prior notice.

Assignments to Purchasing Banks. Any Bank may in at any time and from time to time, with the ordinary course prior written consent of its business the Borrower and in compliance with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and (to the extent required under clause (ii) below) the BorrowerAgent, which consent shall not be unreasonably withheld or delayed, assign to one or more banks, other financial institutions or special purpose funding vehicles other entities (“"Purchasing Banks”") all or any part of its Credit Exposure pursuant to a supplement to this Agreement, Agreement substantially in the form of Exhibit I attached hereto with such changes as the Administrative Agent shall approve (a “"Transfer Supplement”"), executed by such Purchasing Bank, such transferor Bank and the Administrative Agent. Any such partial assignment shall be an assignment of an identical percentage of the transferor Bank; provided's Loans and Commitment, that any assignment to any Person other than a Bank or an Affiliate under each of the assignor of less than all of its Credit Exposure facilities and shall be in an a principal amount of at least equal to $10,000,00010,000,000 unless otherwise agreed by the Borrower and the Administrative Agent. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereof, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, (iviii) payment (x) by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, and (vy) payment by either such Purchasing Bank or such transferor Bank to the Administrative Agent of the an assignment fee set forth in clause 4 of such Transfer Supplement$3,000, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents Administrative Agent shall be required; provided, however, that the transferor Bank shall retain such rights to expense reimbursement and indemnification hereunder to which it was entitled at the time of the transfer with respect to matters arising out of the prior involvement of such transferor Bank as a Bank hereunder. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank (and such amendment shall not require the consent of any Purchasing Bank). Promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that that, if such transferor Bank then holds a Note, a replacement Note (if requested) is issued to such transferor Bank and and, if requested by the Purchasing Bank, a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, in exchange for the Notes issued to such transferor Bank prior to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior noticetransfer.

Assignments to Purchasing Banks. Any Bank may in the ordinary course of its business at any time and in compliance with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and (from time to the extent required under clause (ii) below) the Borrower, time assign to one or more banks, other institutions or special purpose funding vehicles Persons (“"Purchasing Banks”") all or any part of its Credit Exposure pursuant to a supplement to this Agreement, Agreement substantially in the form of Exhibit I hereto K (a “"Transfer Supplement”"), executed by such Purchasing Bank and Bank, such transferor Bank; provided, that any the Agent Bank and the Collateral Agent. Any Purchasing Bank must be rated at least "A" by S&P and "A2" by Xxxxx'x. No assignment to any Person other than a Bank or an Affiliate of the assignor of less than all of its Credit Exposure shall be in an amount at least equal to less than $10,000,0002,500,000 shall be permitted. Any such partial assignment shall be an assignment of an identical percentage of the transferor Bank's Loans and Commitments. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereof, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, Agent Bank and (iviii) payment by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, and (v) payment to the Administrative Agent of the assignment fee set forth in clause 4 of such Transfer Supplement, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all of the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks Banks, the Collateral Agent or the Agents Agent Bank shall be required. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank. Promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent Bank and the Borrower shall make appropriate arrangements so that a replacement Note (if requested) is issued to such transferor Bank and a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, in exchange for the Notes issued to such transferor Bank prior to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior noticetransfer.

Assignments to Purchasing Banks. Any Bank may in the ordinary course of its business and in compliance with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and (Subject to the extent required under clause (ii) below) prior written consent of the Borrower, Issuing Bank and the Agent (which consent, in each case, shall not be unreasonably withheld and, in the case of the Borrower, may not be withheld upon the occurrence and during the continuance of any Event of Default), any Bank may at any time and from time to time assign to one or more banks, other additional banks or financial institutions or special purpose funding vehicles (“"Purchasing Banks”") all or any part (in the amount of at least $10,000,000 or integral multiples of $1,000,000 in excess thereof or, if less, the entire amount of such Bank's Credit Exposure) of its Credit Exposure pursuant to a supplement to this Agreement, substantially in the form of Exhibit I H hereto (a “"Transfer Supplement”"), executed by such Purchasing Bank and Bank, such transferor Bank; provided, that any assignment to any Person other than a Bank or an Affiliate of and the assignor of less than all of its Credit Exposure shall be in an amount at least equal to $10,000,000Agent. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereof, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, (iviii) payment by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, Bank and (viv) payment by the transferor Bank to the Administrative Agent of the a non-refundable assignment fee set forth in clause 4 of such Transfer Supplement$3,500, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement to the extent of such assignment and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents Agent shall be required. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Revolving Loan Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank. Promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that a replacement Note (if requested) is issued to such transferor Bank and a new Note (if requested) Note, dated the date of such transfer, is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer andtransfer. Notwithstanding the foregoing, if applicable, in exchange for the Notes issued to such transferor any Bank prior to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, may at any time assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which pledge all or substantially all of Bank of America Corporation’s or any portion of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose Loans and Notes to a Federal Reserve Bank as an agent collateral in accordance with Regulation A of the Borrower, shall maintain at one Board of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation Governors of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower Federal Reserve System and any operating circular issued by such Federal Reserve Bank, at any reasonable time and from time to time upon reasonable prior notice.

Assignments to Purchasing Banks. Any Bank may in the ordinary course of its business at any time and in compliance with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and (from time to the extent required under clause (ii) below) the Borrower, time assign to one or more banks, other institutions or special purpose funding vehicles Persons (“"Purchasing Banks”") all or any part of its Credit Exposure pursuant to a supplement to this Agreement, substantially in the form of Exhibit I K hereto (a “"Transfer Supplement”"), executed by such Purchasing Bank and Bank, such transferor Bank; provided, that any the Agent and, so long as no Default or Event of Default shall have occurred and be continuing, the Borrower. No assignment to any Person other than a Bank or of Credit Exposure in an Affiliate of the assignor of amount less than all of its $5,000,000 shall be permitted and, if the assigning Bank continues to have any Credit Exposure following such assignment, such continuing Credit Exposure shall be in an amount equal to at least equal to $10,000,0005,000,000. Any such partial assignment shall be an assignment of an identical percentage of the transferor Bank's Loans and Commitments, unless otherwise provided in the Transfer Supplement. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereof, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, Agent and (iviii) payment by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, and (v) payment to the Administrative Agent of the assignment fee set forth in clause 4 of such Transfer Supplement, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents Agent shall be required. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank. Promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that a replacement Note (if requested) is issued to such transferor Bank and a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, in exchange for the Notes issued to such transferor Bank prior to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior noticetransfer.

Assignments to Purchasing Banks. Any Bank may in the ordinary course of its business at any time and in compliance with applicable lawfrom time to time, and having given at least ten (10i) Business Days’ notice to, and received without the consent ofof the Borrower or the Agent, the Administrative Agent to any Person that at such time is a Lender or that is an Affiliate of such Lender and (to the extent required under clause (ii) below) with the prior written consent of the Borrower, which consent shall not be unreasonably withheld, and the prior written consent of the Agent, assign to one or more banks, other institutions or special purpose funding vehicles Persons (“"Purchasing Banks”") all or any part of its Credit Exposure Bank Commitment and all or any portion of the Bank Interest of such Bank relating to such Bank Commitment pursuant to a supplement to this Agreement, substantially in the form of Exhibit I hereto M with any changes as have been approved by the parties thereto (a “Transfer "Loans Supplement”"), executed by such Purchasing Bank, such selling Bank and such transferor Bank; provided, that any assignment to any Person other than a Bank or an Affiliate the Agent. If required in connection with the maintenance of the assignor Rating, each such Loans Supplement must be accompanied by an opinion of counsel of the Purchasing Bank as to such matters as Windmill and the Agent may reasonably request. Any such assignment of the Bank Commitment cannot be for an amount less than all Five Million Dollars ($5,000,000). Such Purchasing Bank must be a depository institution organized under the laws of its Credit Exposure a country (each an "OECD Country") which is a full member of the Organization of Economic Cooperation and Development, or which has concluded special lending arrangements with the International Monetary Fund (the "IMF") associated with the IMF's General Arrangements to Borrow. Each such Purchasing Bank shall pay a fee of Two Thousand Five Hundred Dollars ($2,500) to the Agent. Any such partial assignment shall be in an amount at least equal to $10,000,000assignment of an identical percentage of such selling Bank's Interest and its Bank Commitment. Upon (i) such execution of such Transfer Loans Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereof, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, Agent and (iviii) payment by such Purchasing Bank to such transferor selling Bank of an amount equal to the purchase price agreed between such transferor selling Bank and such Purchasing Bank, and (v) payment to the Administrative Agent of the assignment fee set forth in clause 4 of such Transfer Supplement, such transferor selling Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks Lenders or the Agents Agent shall be required. The amount of the Bank Interest allocable to such Purchasing Bank shall be equal to the amount of the Bank Interest transferred regardless of the purchase price paid therefor. Such Transfer Loans Supplement shall be deemed to amend an amendment of this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Bank Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure Bank Commitment of such transferor selling Bank. Promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that a replacement Note (if requested) is issued to such transferor Bank and a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, in exchange for the Notes issued to such transferor Bank prior to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice.

Assignments to Purchasing Banks. Any Bank may in the ordinary course of its business and in compliance with applicable law, and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and (to the extent required under clause (ii) below) the Borrower, assign to one or more banks, other institutions or special purpose funding vehicles (“Purchasing Banks”) all or any part of its Credit Exposure pursuant to a supplement to this Agreement, substantially in the form of Exhibit I hereto (a “Transfer Supplement”), executed by such Purchasing Bank and such transferor Bank; provided, that any assignment to any Person other than a Bank or an Affiliate of the assignor of less than all of its Credit Exposure shall be in an amount at least equal to $10,000,000. Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) ), provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereofthereof and provided, further, that the consent of the Borrower or Administrative Agent shall not be required for assignments to another Bank or affiliate of such assigning Bank, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, (iv) payment by such Purchasing Bank to such transferor Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, and (v) payment to the Administrative Agent of the assignment fee set forth in clause 4 of such Transfer Supplement, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents shall be required. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Bank, or any of its Subsidiaries, or any Person who, upon becoming a LenderBank hereunder, would constitute any of the foregoing Persons described in this clause (B). Promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent and the Borrower shall make appropriate arrangements so that a replacement Note (if requested) is issued to such transferor Bank and a new Note (if requested) is issued to such Purchasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, in exchange for the Notes issued to such transferor Bank prior to such assignment. The parties further agree that Xxxxxxx LynchBofA Securities, Pierce, Xxxxxx & Xxxxx Incorporated Inc. may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior notice.

Assignments to Purchasing Banks. Any Bank may may, in the ordinary course of its business and in compliance accordance with applicable law, at any time assign to any Bank or any affiliate thereof or, with the prior written consent of the Borrower and having given at least ten (10) Business Days’ notice to, and received the consent of, the Administrative Agent and Agent, which consent shall not be unreasonably withheld, to any other Person (to the extent required under clause (ii) below) the Borrower, assign to one or more banks, other institutions or special purpose funding vehicles (“"Purchasing Banks”") all or any part of its Credit Exposure pursuant to a supplement to this Agreement, substantially in the form of Exhibit I L hereto (a “"Transfer Supplement”"), executed by such Purchasing Bank, such transferor Bank and such transferor Bankthe Administrative Agent; provided, provided that any assignment to any Person other than a Bank or an Affiliate the minimum amount of the assignor Credit Exposure of any Bank so assigned shall not be less than all of $5,000,000 (or if the assignor shall assign its entire Credit Exposure shall be in an amount at least equal to $10,000,000Exposure, any lesser amount). Upon (i) such execution of such Transfer Supplement, (ii) consent by the Administrative Agent thereto (which may not be unreasonably withheld) and, if no Event of Default shall then be continuing, consent by the Borrower thereto (which may not be unreasonably withheld) provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within 7 Business Days after having received notice thereof, (iii) delivery of an executed copy thereof to the Borrower and the Administrative Agent, Agent and (iviii) payment by such Purchasing Bank to such transferor transfer or Bank of an amount equal to the purchase price agreed between such transferor Bank and such Purchasing Bank, Bank and (v) payment to the Administrative Agent by such Purchasing or Transferor Bank a non- refundable processing fee of the assignment fee set forth in clause 4 of such Transfer Supplement$3,500, such transferor Bank shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement to the same extent as if it were an original party hereto, and no further consent or action by the Borrower, the Banks or the Agents Administrative Agent shall be required. Such Transfer Supplement shall be deemed to amend this Agreement and Schedule 1 to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank as a Bank and the resulting adjustment of the Commitments, if any, arising from the purchase by such Purchasing Bank of all or a portion of the Credit Exposure of such transferor Bank. Promptly If the transferor Bank shall then be in possession of a Revolving Note and if requested by the Purchasing Bank, promptly after the consummation of any transfer to a Purchasing Bank pursuant hereto, the transferor Bank, the Administrative Agent and the Borrower shall Bor rower shall, at the expense of the Purchasing Bank, make appropriate appropri ate arrangements so that a replacement Note (if requested) is issued to such transferor Bank and a new Revolving Note (if requested) is issued to such Purchasing Pur chasing Bank, in each case in principal amounts reflecting such transfer and, if applicable, in exchange for the Notes issued to such transferor Bank prior to such assignment. The parties further agree that Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated may, without notice to the Borrower, assign its rights and obligations under this Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Banks (including the Purchasing Banks), and the Credit Exposures of, and principal amounts (and stated interest, Interest Periods, applicable terms (if any), and types) of the Credit Exposures owing to, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Bank hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Bank, at any reasonable time and from time to time upon reasonable prior noticetransfer.