Common use of Assignments Clause in Contracts

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the capital or profits of the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partner.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in Any Lender may with the capital or profits of the Partnership without the prior written consent of the General Partner. No transfer Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of Interests may be made without its rights and obligations under this Agreement and the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: Note; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or transfer would not violate the Securities Act an affiliate of 1933 or the laws of any state; another Lender; (ii) notwithstanding any partial assignment shall be in an amount at least equal to $10,000,000.00 and after giving effect to such assignment the assigning Lender retains a Commitment, or transferif the Commitments have been terminated, the Partnership shall continue to be classified as holds a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require Note having an opinion outstanding principal balance, of counsel from the assignor or transferor confirming (i)at least $10,000,000.00, (ii) and (iii) aboveeach such assignment shall be effected by means of an Assignment and Assumption Agreement. All costs related Upon execution and delivery of such instrument and payment by such Assignee to such transfer (including attorney’s fees) transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and deemed to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities obligations of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became Lender with a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except Commitment as set forth in such Assignment and Assumption Agreement, and the preceding sentencetransferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. If Upon the General Partner withholds consentconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an assignee shall not become a substituted Limited Partner and shall not have administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital its respective Affiliates or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnersubsidiaries.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in Any Lender may with the capital or profits of the Partnership without the prior written consent of the General Partner. No transfer Administrative Agent and, so long as no Default or Event of Interests may Default exists, the Borrower (which consent, in each case, shall not be made without unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its Commitment and its other rights and obligations under this Agreement and the written Notes; provided, however, that (i) no such consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 Borrower or the laws Administrative Agent shall be required in the case of any state; (ii) notwithstanding such assignment to another Lender or transfer, the Partnership shall continue to be classified as any affiliate of a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i)Lender, (ii) any partial assignment shall be in an amount at least equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof, (iii) above. All costs related if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such transfer assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (including attorney’s feesor its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (iv) each such assignment shall be borne effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the assignor/transferor. If an assignmentpurchase price agreed between such transferor Lender and such Assignee, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and such Assignee shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and deemed to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all obligations of a Lender with a Commitment and/or Loans, as the restrictions and liabilities of his assignor; providedcase may be, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in such Assignment and Assumption Agreement, and the preceding sentencetransferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. If Upon the General Partner withholds consentconsummation of any assignment pursuant to this subsection (c), an assignee the transferor Lender, the Administrative Agent and the Borrower shall not become a substituted Limited Partner make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall not have update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital its respective affiliates or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerSubsidiaries.

Assignments. Each Limited Partner expressly agrees that he will (a) The Borrower shall not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the capital or profits of the Partnership be permitted to assign this Agreement without the prior written consent of the General Partner. No transfer Lender and any purported assignment in violation of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s feesthis Section 14.01(a) shall be borne by the assignor/transferor. If null and void. (b) The Lender may at any time assign all its rights and obligations hereunder in whole or in part to a financial institution, institutional investor or commercial paper conduit (each, an assignment“Assignee”); provided that, transfer or disposition occurs by reason of the death of a Limited Partner or assigneeat any time, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and there shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for no more than three Lenders. (c) The parties to each assignment or transfer shall be in writing execute and deliver to the General Partner. The Borrower a written notice required by this paragraph shall specify instrument of assignment in the name and address form set forth in Exhibit G, containing the agreement of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement (an “Assignment and authorizes Acceptance”). Upon the General Partnereffectiveness of a permitted assignment hereunder, should they consent (i) each reference in this Agreement to “Lender” shall be deemed to be a reference to the admission of assignor and the assignee as to the extent of their respective interests, (ii) such assignee shall be a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers obligations of a Lender and (iii) the assignor shall be released from its obligations hereunder to a corresponding extent of the assignment, and no further consent or action by any party shall be required. (d) In the event there are multiple Lenders, all payments of principal, interest, fees and any other amounts payable pursuant to the Loan Documents shall be allocated on a pro rata basis among the Lenders according to their proportionate interests in the Loan. (e) The Borrower shall, from time to time at the request of the Lender, execute and deliver any documents that are necessary to give full force and effect to an assignment permitted hereunder, including a new Note in exchange for the Note held by the Lender. (f) Except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Loan, the amount of the Loan of the assigning Lender subject to all each such assignment (determined as of the restrictions date the Assignment and liabilities of his assignor; provided, however, that a substituted Limited Partner Acceptance with respect to such assignment is delivered to the Borrower) shall not be subject to those liabilities of which he was ignorant at less than $5,000,000 unless the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees Borrower otherwise consents, provided that with the no such consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee Borrower shall be entitled to receive that share of capital or profits required if a Default has occurred and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partneris continuing.

Assignments. Each Limited Partner expressly agrees that he will not assign(a) Any Lender may at any time assign to one or more Persons (any such Person, transfer or dispose of, by gift or otherwise, any of his Interest an “Assignee”) all or any part portion of all of his rightsuch Lender’s Loans, title and interest in with the capital or profits of the Partnership without the prior written consent of Agent and, so long as no Event of Default exists, Borrower Representative (which consents shall not be unreasonably withheld or delayed and shall not be required for an assignment by a Lender to a Lender (other than a Defaulting Lender) or an Affiliate of a Lender (other than an Affiliate of a Defaulting Lender) or an Approved Fund (other than an Approved Fund of a Defaulting Lender)). Except as Agent may otherwise agree, any such assignment shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the General Partnerremaining Loans held by the assigning Lender (provided, that an assignment to a Lender, an Affiliate of a Lender or an Approved Fund shall not be subject to the foregoing minimum assignment limitations). No transfer The Loan Parties and Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment and Assumption executed, delivered and fully completed by the applicable parties thereto and a processing fee of Interests $3,500. Notwithstanding anything herein to the contrary, no assignment may be made to any equity holder of a Loan Party, any Affiliate of any equity holder of a Loan Party, any Loan Party, any holder of Subordinated Debt of a Loan Party, any holder of any Debt that is secured by liens or security interests that have been contractually subordinated to the liens and security interests securing the Obligations, or any Affiliate of any of the foregoing Persons without the prior written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transferAgent, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice which consent may be given by the duly authorized representative of the estate of the Limited Partner or assignee withheld in Agent’s sole discretion and, in any event, if granted, may be conditioned on such terms and conditions as Agent shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, require in its sole discretion, waive including, without limitation, a limitation on the aggregate amount of Loans which may be held by such Person and/or its Affiliates and/or limitations on such Person’s and/or its Affiliates’ voting and consent rights and/or rights to attend Lender meetings or obtain information provided to other Lenders. Any attempted assignment not made in accordance with this Section 15.9 shall be null and void. Each Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrower Representative has expressly objected to such assignment within five (5) Business Days after receipt of written notice thereof. (b) From and after the date on which the conditions described in Section 15.9(a) above described notice or waive any defect therein. No assigneehave been met, except upon consent of the General Partner (which consent may i) such Assignee shall be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may deemed automatically to have become a substituted Limited Partner nor will party hereto and, to the estate or any beneficiary of a deceased Limited Partner or assignee extent that rights and obligations hereunder have any right been assigned to withdraw any capital or profits from such Assignee pursuant to the Partnership except by redemption of Interests. A substituted Limited Partner applicable Assignment and Assumption, shall have all the rights and powers obligations of a Lender hereunder and (ii) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to the applicable Assignment and Assumption, shall be subject released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Assignee (and, as applicable, the assigning Lender) pursuant to all an effective Assignment and Assumption, Borrowers shall execute and deliver to Agent for delivery to the restrictions Assignee (and, as applicable, the assigning Lender) a promissory note in the principal amount of the Assignee’s Term Loan (and, as applicable, a promissory note in the principal amount of the Term Loan retained by the assigning Lender). Upon receipt by Agent of such promissory note(s), the assigning Lender shall return to Borrowers any prior promissory note held by it. (c) Agent shall, as a non-fiduciary agent of Borrowers, maintain a copy of each Assignment and liabilities Assumption delivered and accepted by it and register (the “Register”) for the recordation of his assignor; providednames and addresses of the Lenders and principal and stated interest of each Loan owing to each Lender from time to time and whether such Lender is the original Lender or the Assignee. No assignment shall be effective unless and until the Assignment and Assumption is accepted and registered in the Register. All records of transfer of a Lender’s interest in the Register shall be conclusive, howeverabsent manifest error, that a substituted Limited Partner as to the ownership of the interests in the Loans. Agent shall not be subject incur any liability of any kind with respect to those liabilities any Lender with respect to the maintenance of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this AgreementRegister. Each Limited Partner agrees that with the consent Lender granting a participation shall, as a non-fiduciary agent of the General Partner any assignee may become Borrowers, maintain a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees register containing information similar to that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of Register in a Limited Partner, except manner such that the assignee loans hereunder are in “registered form” for the purposes of the Code. This Section shall be entitled to receive construed so that share the Loans are at all times maintained in “registered form” for the purpose of capital or profits the Code and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnerany related regulations (and any successor provisions).

Assignments. Each Limited Partner expressly agrees that he will not assignFrom time to time following the date hereof, transfer each Holder may, in consultation with Issuer (except during the existence of a Default or dispose ofEvent of Default or in the case of assignment to any Holder or an Affiliate of any Holder), by gift assign to one or otherwise, any of his Interest more Eligible Assignees all or any part portion of all its rights and obligations under this Agreement; provided that (a) such assignment shall be evidenced by an assignment agreement, a copy of his right, title and interest which shall be furnished to Issuer; (b) except in the capital case of an assignment to any Holder or profits an Affiliate of any Holder or of the Partnership without the written consent entire remaining rights and obligations of the General Partner. No assigning Holder under this Agreement, the assignment shall not assign a portion of such assigning Holder’s Note owing to such assigning Holder that is equivalent to less than $1,000,000; (c) such assignment is accompanied by a transfer of Interests may be made without the written consent of assigning Holder’s pro rata interests in the General Partner. No assignment Warrants corresponding to the Notes (or transfer will be permitted unless portions thereof) being assigned to the General Partner is satisfied that: same assignee (ibut only to the extent such Warrants are still outstanding); and (d) the assignment or transfer would not violate the Securities Act of 1933 or the laws effective date of any state; (ii) notwithstanding such assignment or transfershall be as specified in the assignment agreement, but not earlier than the date which is five (5) Business Days after the date Issuer has received the assignment agreement. Upon the effective date of such assignment agreement and subject to compliance with Sections 2.3(b) and 2.6(a), the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) Eligible Assignee named therein shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request Holder for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms all purposes of this Agreement and authorizes the General Partnerand, should they consent to the admission extent of such assignment, the assignee as a substituted Limited Partner, to sign such assignee’s name to assigning Holder shall be released from its further obligations under this Agreement and the other Note Documents. Issuer agrees that it shall execute and deliver (against delivery by the assigning Holder to an amendment Issuer of its Notes) to such assignee Holder, a Note evidencing the principal balances assigned to such assignee Holder thereunder, and, if applicable, to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner mayassigning Holder, a Note evidencing the principal balances thereunder retained by the assigning Holder in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that accordance with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerSection 2.6.

Assignments. Each Limited Partner expressly agrees that he will not assignIn addition to the assignments permitted by Section 11.3(a), transfer or dispose ofeach Lender may, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in with the capital or profits of the Partnership without the prior written consent of the General Partner. No transfer of Interests may be made without Borrowers and the written Administrative Agent (provided that no consent of the General Partner. No Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign all or a portion of its rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Exhibit 11.3 to one or transfer will be permitted unless the General Partner is satisfied that: more Eligible Assignees; provided that (i) any such assignment shall be in a minimum aggregate amount of $10,000,000 of the assignment or transfer would not violate the Securities Act Commitments and in integral multiples of 1933 $1,000,000 above such amount (or the laws remaining amount of any state; Commitments held by such Lender) and (ii) notwithstanding each such assignment or transfershall be of a constant, not varying, percentage of all of the assigning Lender's rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a duly executed assignment agreement together with a transfer fee of $3,500 payable to the Administrative Agent for its own account. Upon the effectiveness of any such assignment, the Partnership assignee shall continue become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be classified relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Borrowers agree that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note or Notes (but with notation thereon that it is given in substitution for and replacement of the original Note or Notes or any replacement notes thereof). By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as a partnership follows: (i) such assigning Lender warrants that it is the legal and not a corporation beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or association warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the Codeother Credit Documents or any other instrument or document furnished pursuant hereto or thereto; and (iii) such transfer assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not cause taking action under this Credit Agreement and the Partnership other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to become a publicly traded partnership take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Code. The General Partner may require an opinion of counsel from Administrative Agent by the assignor terms hereof or transferor confirming (i)thereof, (ii) together with such powers as are reasonably incidental thereto; and (iiivii) above. All costs related to such transfer (including attorney’s fees) shall be borne by assignee agrees that it will perform in accordance with their terms all the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound obligations which by the terms of this Credit Agreement and authorizes the General Partner, should they consent other Credit Documents are required to the admission of the assignee be performed by it as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerLender.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer Any Lender may at any time assign to one or dispose of, by gift more Eligible Assignees all or otherwise, any a portion of his Interest its rights and obligations under this Credit Agreement (including all or any part a portion of all of his right, title its Commitment and interest in the capital or profits of Loans at the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied time owing to it); provided that: (ia) each partial assignment shall be made as an assignment of a proportionate part of all the assignment or transfer would not violate assigning Lender’s rights and obligations under this Credit Agreement with respect to the Securities Act of 1933 Loans or the laws of any stateCommitment, as applicable, assigned; (iib) notwithstanding such any assignment of a Commitment must be approved by the Administrative Agent (whether or transfernot the proposed assignee is itself a Lender with a Commitment or would otherwise qualify as an Eligible Assignee); and (c) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance. Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 13.3, from and after the effective date specified in each Assignment and Acceptance, the Partnership Eligible Assignee thereunder shall be a party to this Credit Agreement and, to the extent of the interest assigned by such Assignment and Acceptance have the rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto) but shall continue to be classified as a partnership and not a corporation or association under entitled to the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion benefits of counsel from the assignor or transferor confirming (i)) Sections 4.1.2, 4.3 and 4.4 and (ii) and (iii) above. All costs related to Section 13.3 notwithstanding such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason with respect to facts and circumstances occurring prior to the effective date of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partnersuch assignment. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by a Lender of rights or obligations under this Credit Agreement that does not comply with this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms treated for purposes of this Credit Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign sale by such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary Lender of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the participation in such rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that obligations in accordance with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerSection 13.4.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, (i) Neither the Borrower nor any Guarantor may assign any of his Interest its rights or any part of all of his right, title and interest in obligations under the capital or profits of the Partnership Loan Documents without the prior written consent of (A) in the General Partner. No transfer case of Interests the Loan Documents referred to in Section 8.07(a), the Administrative Agent and (B) in the case of any of the other Loan Documents, the Issuing Bank, the Swing Loan Lender and each Bank, and no assignment of any such obligation shall release the Borrower or any Guarantor therefrom unless the Administrative Agent, the Issuing Bank, the Swing Loan Lender and each Bank, as applicable, shall have consented to such release in a writing specifically referring to the obligation from which the Borrower or such Guarantor is to be released. (ii) Each Bank may from time to time assign any or all of its rights and obligations under the Loan Documents to one or more Persons; provided that, except in the case of the grant of a security interest to a Federal Reserve Bank (which may be made without the written consent of the General Partner. No condition or restriction), no such assignment or transfer will shall be permitted effective unless the General Partner is satisfied that: (iA) the assignment or transfer would is consented to by the Borrower (unless an Event of Default exists) the Issuing Bank, the Swing Loan Lender and the Administrative Agent, such consents not violate to be unreasonably withheld, (B) in the Securities Act case of 1933 or a partial assignment, the laws assignment shall involve the assignment of not less than $5,000,000 of the assignor Bank's Commitment, (C) a Notice of Assignment with respect to the assignment, duly executed by the assignor and the assignee, shall have been given to the Borrower, the Issuing Bank, the Swing Loan Lender and the Administrative Agent and (D) except in the case of an assignment by the Bank that is the Administrative Agent, the Administrative Agent shall have been paid an assignment fee of $3,500. Upon any effective assignment, the assignor shall be released from the obligations so assigned and, in the case of an assignment of all of its Loans and Commitment, shall cease to be a Bank. In the event of any state; (ii) notwithstanding such effective assignment or transferby a Bank, the Partnership Borrower shall continue issue a new Note to be classified as the assignee Bank (against, other than in the case of a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an partial assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent existing Note of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.passignor Bank). (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner Nothing in this Section 9.10 shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have limit the right of redemption any Bank to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided assign its interest in the ActLoans and its Note to a Federal Reserve Bank as collateral security under Regulation A of the Board of Governors of the Federal Reserve System, regardless of whether his assignee becomes a substituted Limited Partnerbut no such assignment shall release such Bank from its obligations hereunder.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer Any Lender may assign to one or dispose of, by gift more banks or otherwise, any of his Interest other entities all or any part portion of all of his right, title its rights and interest in the capital or profits of the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association obligations under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement (including, without limitation, all or a portion of its Commitment, an Advance owing to it and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretionNote held by it), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that (i) other than any assignment by a substituted Limited Partner Lender to an Affiliate of a Lender or to another Lender, each such assignment shall be subject to Borrower’s written consent, not to be unreasonably withheld or delayed (unless an Event of Default then exists, in which event the Borrower shall have no such approval right), (ii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with the Notes subject to such assignment, (iii) the consent of Initial Lenders shall be required, which consent shall not be subject unreasonably withheld or delayed, (iv) no such assignments shall be made to those liabilities the Borrower or its Affiliates or any of which he was ignorant at their respective subsidiaries or any natural Person and (v) the time he became relevant assignee, if it is not a substituted Limited Partner Lender, shall deliver on or prior to the effective date of such assignment, to the Administrative Agent (1) if requested by the Administrative Agent, an administrative questionnaire, in the form provided to such additional lender by the Administrative Agent and which could not (2) any tax documentation required under Section 2.11. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance (A) the assignee thereunder shall be ascertained a party hereto for all purposes and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (B) such Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the Certificate case of Limited Partnership an Assignment and Acceptance covering all or the remaining portion of such Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Each Limited Partner agrees that with Notwithstanding anything herein to the consent contrary, any Lender may assign, as collateral or otherwise, any of its rights under the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent Credit Documents, including to any person Federal Reserve Bank or entity becoming a substituted Limited Partnerother central bank, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee and this Section shall not become a substituted Limited Partner and shall not have apply to any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnersuch assignment.

Assignments. Each Limited Partner expressly agrees (a) Subject to Section 12.13, the Lenders collectively or individually may assign to one or more Assignees all or a portion of their respective rights and obligations under this Agreement (an undivided portion thereof corresponding to the portion of the Commitment being assigned) by way of Assignment. The parties to each such Assignment shall execute and deliver an Assignment Agreement in the form set out in Schedule 4 to the Borrower, and to the Agent for its consent and recording in the Register and, except in the case of an Assignment by the Lenders collectively or an Assignment by a Lender to an affiliate of that he will not assignLender, transfer shall pay a processing and recording fee of Three Thousand, Five Hundred Canadian Dollars (Cdn.$3,500) to the Agent. After such execution, delivery, consent and recording the Assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it, have the rights and obligations of a Lender hereunder and the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement, other than obligations in respect of which it is then in default and liabilities arising from its actions prior to the Assignment, and, in the case of an Assignment Agreement covering all or dispose ofthe remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto. (b) The agreements of an Assignee contained in an Assignment Agreement shall benefit the assigning Lender thereunder, the other Lenders, the Agent and the Borrower in accordance with the terms of the Assignment Agreement. (c) The Agent shall maintain at its address referred to herein a copy of each Assignment Agreement delivered and consented to by the Lender and, where required, by gift or otherwise, any the Borrower and a register for recording the names and addresses of his Interest or any part the Lenders and the Commitment of all of his right, title and interest each Lender from time to time (the “Register”). The entries in the capital or profits Register shall be conclusive and binding for all purposes, absent manifest error. The Borrower, the Agent and each of the Partnership without Lenders may treat each Person whose name is recorded in the written consent Register as a Lender hereunder for all purposes of this Agreement, and need not recognize any Person as a Lender unless it is recorded in the General PartnerRegister as a Lender. No transfer The Register shall be available for inspection by any Lender or the Borrower at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of Interests may be made without an Assignment Agreement executed by an assigning Lender and an Assignee and approved by the written consent of Agent, and, where required, by the General Partner. No assignment or transfer will be permitted unless Borrower, the General Partner Agent shall, if the Assignment Agreement has been completed and is satisfied thatin the required form with such immaterial changes as are acceptable to the Agent: (i) record the assignment or transfer would not violate information contained therein in the Securities Act of 1933 or the laws of any state;Register; and (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written give prompt notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing thereof to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee other Lenders and the date Borrower, and provide them with an updated version of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerSchedule 5.

Assignments. (a) Each Limited Partner expressly of the Agents, the Letter of Credit Issuers, the Loan Parties and the Committed Lenders hereby agrees that he will not assignand consents to the complete or partial assignment by each Conduit of all or any portion of its rights under, transfer interest in, title to and obligations under this Agreement to the Committed Lenders in its Lender Group pursuant to its Liquidity Agreement. (b) Any Lender may at any time and from time to time assign to one or dispose ofmore Eligible Assignees (each, by gift or otherwise, any of his Interest a “Purchasing Lender”) all or any part of all of his right, title its rights and interest obligations under this Agreement pursuant to an assignment agreement substantially in the capital or profits form set forth in Exhibit V hereto (an “Assignment Agreement”) executed by such Purchasing Lender and such selling Lender; provided, however, that any assignment of a Lender’s rights and obligations hereunder shall include a pro rata assignment of its rights and obligations under the Partnership without the written applicable Liquidity Agreement (if any). The consent of the General Partnerapplicable Conduit shall be required prior to the effectiveness of any such assignment by a Lender in such Conduit’s Lender Group. No transfer Each assignee of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: a Lender must (i) be (x) an Eligible Assignee or (y) an assignee with respect to which the assignment Borrower and the Letter of Credit Issuers have provided prior written consent (such consent not to be unreasonably withheld or transfer would not violate the Securities Act of 1933 or the laws of any state; delayed) and (ii) notwithstanding agree to deliver to the applicable Co-Agent, as the case may be, promptly following any request therefor by such assignment or transferPerson, the Partnership shall continue to be classified as a partnership an enforceability opinion in form and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related substance satisfactory to such transfer (including attorney’s fees) Person. Upon delivery of an executed Assignment Agreement to the applicable Co-Agent, such selling Lender shall be borne by the assignor/transferor. If an assignmentreleased from its obligations hereunder and, transfer or disposition occurs by reason of the death of a Limited Partner or assigneeif applicable, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing under its Liquidity Agreement to the General Partnerextent of such assignment. The written notice required by this paragraph Thereafter the Purchasing Lender shall specify the name and address of the assignee and the date of assignment, shall include for all purposes be a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and, if applicable, its Lender Group’s Liquidity Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers obligations of a Lender hereunder and thereunder to the same extent as if it were an original party hereto and thereto and no further consent or action by Borrower, the Lenders or the Agents shall be subject required. (i) Notwithstanding anything to the contrary contained herein, each of the Committed ▇▇▇▇▇▇▇ agrees that in the event that it shall become a Defaulting Lender, then until such time as such Committed Lender is no longer a Defaulting Lender, to the extent permitted by applicable law, such Defaulting Lender’s right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or any other Transaction Document or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of the Required Committed Lenders shall be suspended at all the restrictions and liabilities of his assignortimes that such Committed Lender remains a Defaulting Lender; provided, however, that, except as otherwise set forth in this Section 12.1(c), the foregoing suspension shall not empower Lenders that are not Defaulting Lenders to increase a substituted Limited Partner Defaulting Lender’s Commitment, decrease the rate of interest or fees applicable to, or extend the maturity date of such Defaulting Lender’s Advances or other Obligations owing to such Lender, in each case, without such Lender’s consent. No Commitment of any Committed Lender shall be increased or otherwise affected, and except as otherwise expressly provided in this Section 12.1(c), performance by the Borrower of its obligations hereunder and under the other Transaction Documents shall not be excused or otherwise modified, as a result of the operation of this Section 12.1(c). (ii) To the extent that any Committed Lender is a Defaulting Lender with respect to an Advance, the Borrower may deliver a notice to the Lenders specifying the date of such Advance, the identity of the Defaulting Lender and the portion of such Advance that the Defaulting Lender failed to fund, which notice shall be deemed to be an additional Borrowing Notice in respect of such unfunded portion of such Advance, and each Committed Lender (or its related Conduit, if applicable, and acting in its sole discretion) shall, to the extent of its remaining unfunded Commitment and subject to those liabilities the continued fulfillment of all applicable conditions precedent set forth herein with respect to such Advance, fund its Percentage (recomputed by excluding the Commitment of Defaulting Lenders from the Aggregate Commitment) of such unfunded portion of such Advance not later than 2:30 p.m. (New York City time) on the Business Day following the date of such notice. To the extent that any Committed Lender is a Defaulting Lender on any date that the Letter of Credit Liability is greater than zero, each Committed Lender shall, automatically and without further action of any kind upon such date, acquire an increased participation interest in the Letters of Credit outstanding, along with all accompanying rights and obligations described in Sections 1.7 through 1.14, equal to the lessor of (x) its Percentage (recomputed by excluding the Commitment of Defaulting Lenders from the Aggregate Commitment) of such Defaulting Lender’s Percentage of the Letter of Credit Liability and (y) its remaining unfunded Commitment. (iii) Until the Defaulting Lender Excess of a Defaulting Lender has been reduced to zero, any payment of the principal of any Loan to a Defaulting Lender shall, unless the Required Committed Lenders agree otherwise, be applied first (1) ratably, to the reduction of the Loans or the Letter of Credit Liability funding any defaulted portion of Advances or the Letter of Credit Liability pursuant to Section 12.1(c)(ii) and then (2) ratably to reduce the Loans of each of the Lenders that are not Defaulting Lenders in accordance with the principal amount (if any) thereof. Subject to the preceding sentence, any amount paid by or on behalf of the Borrower for the account of a Defaulting Lender under this Agreement or any other Transaction Document will not be paid or distributed to such Defaulting Lender, but will instead be applied to the making of payments from time to time in the following order of priority until such Defaulting Lender has ceased to be a Defaulting Lender as provided below: first, to the funding of any portion of any Advance or the Letter of Credit Liability in respect of which he was ignorant such Defaulting Lender has failed to fund as required by this Agreement, as determined by the Administrative Agent; second, held in a segregated subaccount of any Collection Account (other than any FX Collection Account) as cash collateral for future funding obligations of the Defaulting Lender in respect of Advances or the Letter of Credit Liability under this Agreement; and third, after the termination of the Commitments and payment in full of all Obligations, to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct. (iv) During any period that a Committed Lender is a Defaulting Lender, the Borrower shall not accrue or be required to pay, and such Defaulting Lender shall not be entitled to receive, the Unused Fee (as defined in the Fee Letter) otherwise payable to such Defaulting Lender under this Agreement at any time, or with respect to any period, that such Committed Lender is a Defaulting Lender. (v) During any period that a Committed Lender is a Defaulting Lender, the Borrower may, by giving written notice thereof to the Administrative Agent and such Defaulting Lender, require such Defaulting Lender, at the time he became a substituted Limited Partner cost and expense of the Borrower, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, this Article XII), (i) all and not less than all of its interests, rights and obligations under this Agreement and the Transaction Documents to an assignee or assignees that shall assume such obligations (which could not assignee may be ascertained from another Lender, if such other Lender accepts such assignment) in whole or (ii) all of its interests, rights and obligations under this Agreement and the Certificate Transaction Documents with respect to all prospective Commitments, including any unfunded Commitment as of Limited Partnership the date of such assignment. No party hereto shall have any obligation whatsoever to initiate any such complete or this partial replacement or to assist in finding an assignee. In connection with any such complete or partial assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment Agreement. Each Limited Partner agrees No such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, (A) to the extent that the assignee is assuming all of the interests, rights and obligations of the Defaulting Lender, the parties to the assignment shall make such additional payments in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of the General Partner Borrower and the Administrative Agent, the applicable Percentage of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Borrower or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) the Loans made by such Defaulting Lender or members of such Defaulting Lender Group, as applicable, (B) to the extent that the assignee may become a substituted Limited Partner without is assuming all of the further act interests, rights and obligations of the Defaulting Lender, such Defaulting Lender or consent members of such Defaulting Lender Group, as applicable, shall have received payment of an amount equal to all of its Loans outstanding, accrued interest thereon, accrued fees (subject to Section 12.1(c)(iv)) and all other amounts, including any Breakage Costs, payable to it and its Affected Entities hereunder and the other Transaction Documents through (but excluding) the date of such assignment from the assignee or the Borrower, and (C) such assignment does not conflict with applicable law. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Limited Partner. Each Limited Partner agrees Defaulting Lender 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 Lender for all purposes of this Agreement until such compliance occurs. (vi) If the Borrower, Servicer, and the Administrative Agent agree in writing in their discretion that he or she has a Committed Lender that is a Defaulting Lender should no right longer be deemed to consent to be a Defaulting Lender, the Administrative Agent will so notify the Lenders and will not consent the Co-Agents, whereupon as of the effective date specified in such notice and subject to any person conditions set forth therein, such Committed Lender will, to the extent applicable, purchase such portion of outstanding Advances of the other Lenders and make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause the interest of the Lenders in the Aggregate Principal to be on a pro rata basis in accordance with their respective Percentages, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or entity becoming payments made by or on behalf of the Borrower or forfeited pursuant to Section 12.1(c)(iv), while such Committed Lender was a substituted Limited PartnerDefaulting Lender; and provided further that, except to the extent otherwise expressly agreed by the affected parties, no cure by a Committed Lender under this subsection of its status as set forth a Defaulting Lender will constitute a waiver or release of any claim or any party hereunder arising from such Committed Lender having been a Defaulting Lender. (vii) The rights and remedies of the Borrower, any Agent or the other Lenders against a Defaulting Lender under this Section 12.1(c) are in addition to any other rights and remedies the preceding sentence. If Borrower, the General Partner withholds consentAgents and the other Lender may have against such Defaulting Lender under this Agreement, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of other Transaction Documents, applicable law or otherwise. (viii) Any Committed Lender that fails to timely fund a Limited Partner, except that the assignee Loan shall be entitled obligated to receive that share promptly (but in any event not later than 10:00 a.m. (New York City time) on the Business Day after the date of capital the related Advance) notify the Borrower and the Administrative Agent if any such failure is the result of an administrative error or profits and shall have the right omission by such Committed Lender or force majeure, computer malfunction, interruption of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable communication facilities, labor difficulties or other causes, in each case to the Partnership as provided in extent beyond such Committed Lender’s reasonable control. If (i) the ActAdministrative Agent had been notified by the Borrower or the affected Committed Lender that a Committed Lender has failed to timely fund a Loan, regardless (ii) an Authorized Officer of whether his assignee becomes the Administrative Agent has actual knowledge or has written notice that such Committed Lender is the subject of an Event of Bankruptcy or has publicly announced that it does not intend to comply with its funding obligations under this Agreement or (iii) the Administrative Agent had been notified by the affected Committed Lender that a substituted Limited PartnerCommitted ▇▇▇▇▇▇ has failed timely to deliver the written confirmation contemplated by clause (a)(iii) of the definition of “Defaulting Lender”, the Administrative Agent shall promptly provide notice to the Borrower and the Co-Agents of such occurrence. (d) No Loan Party may assign any of its rights or obligations under this Agreement without the prior written consent of each of the Agents and each of the Lenders and without satisfying the Rating Agency Condition, if applicable.

Assignments. Each Limited Partner expressly agrees that he will not assign(1) Subject to Section 10.1 and the other terms of this Agreement, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the capital or profits each of the Partnership without the written consent Lenders may assign to one or more assignees all or a portion of the General Partner. No transfer their respective rights and obligations under this Agreement (including all or a portion of Interests may be made without the written consent of the General Partnertheir respective Commitments). No assignment or transfer will by a Lender of its Commitment hereunder shall be permitted for an amount less than $5,000,000 unless the General Partner Commitment of such Lender at the time of such assignment is satisfied thatless than that amount and the entirety of its Commitment is disposed of. The parties to each such assignment shall execute and deliver an Assignment Agreement to the Agent, for its consent and recording in the Register and, except in the case of an assignment by a Lender to an Affiliate of that Lender, shall pay a processing and recording fee of $2,500 to the Agent. After such execution, delivery, consent and recording (a) the assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it, have the rights and obligations of a Lender hereunder, and (b) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement, other than obligations in respect of which it is then in default and liabilities arising from its actions prior to the assignment. In the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto. (2) The agreements of an assignee contained in an Assignment Agreement shall benefit the assigning Lender thereunder, the other Lenders, the Agent and the Borrower in accordance with the terms of the Assignment Agreement. (3) The Agent shall maintain at its address referred to herein a copy of each Assignment Agreement delivered to and acknowledged by it and a register for recording the names and addresses of the Lenders and the Commitment under the Credit of each Lender from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error. The Borrower, the Agent, each of the Lenders and each of the Guarantors may treat each person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement, and need not recognize any person as a Lender unless it is recorded in the Register as a Lender. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (4) Upon its receipt of an Assignment Agreement executed by an assigning Lender and an assignee and approved by the Agent and the Borrower, if applicable, the Agent shall, if the Assignment Agreement has been completed and is in the required form with such immaterial changes as are acceptable to the Agent: (ia) record the assignment or transfer would not violate information contained therein in the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the CodeRegister; and (iiib) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written give prompt notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing thereof to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee Borrower and the date other Lenders, and provide them with an updated version of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partner.Schedule E.

Assignments. Each Limited Partner expressly Maker hereby agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the capital or profits of the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner mayHolder, in its sole discretion, waive receipt of shall have the above described notice or waive unrestricted right at any defect therein. No assigneetime and from time to time, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate without Maker's or any beneficiary Guarantor's consent, to assign all or a portion of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the its rights and powers obligations under this Note and other Loan Documents to one or more banks, other financial institutions, or any other person or entity (each, an “Assignee”). In the event of any such assignment to an Assignee, Maker and each Guarantor agrees that it shall execute, or cause to be subject executed, such documents, including without limitation, amendments to all this Note and to any other Loan Document, as Holder shall deem reasonably necessary to effect the restrictions and liabilities of his assignor; foregoing (provided, however, that a substituted Limited Partner shall such documents and amendments do not be subject to those liabilities substantively affect the terms of which he was ignorant the Loan). In addition, at the time he became a substituted Limited Partner request of Holder and any such Assignee, Maker shall issue one or more new Notes, as applicable, to any such Assignee and, if Holder has retained any of its rights and obligations following such assignment, to Holder, which could new Notes shall be issued in replacement of, but not be ascertained from in discharge of, the Certificate of Limited Partnership or Obligations evidenced by this Agreement. Each Limited Partner agrees that with Note prior to such assignment and shall reflect the consent amount of the General Partner respective Loans held by such Assignee and Holder after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any assignee other documentation required by Holder in connection with such assignment, such Assignee shall be a party to this Note and shall have all of the rights and obligations of Holder hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Holder pursuant to the assignment documentation between Holder and such Assignee, and Holder shall be released form its obligations hereunder to a corresponding extent. Holder may become a substituted Limited Partner without furnish any information concerning Maker in its possession from time to time to Assignees and prospective Assignees, provided that Holder shall require any such Assignees and prospective Assignees to agree in writing to maintain the further act or consent confidentiality of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partnersuch information, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital required by applicable laws or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnergovernmental authorities.

Assignments. Each Limited Partner expressly agrees that he will not assignLender may assign its rights and delegate its obligations under this Agreement to an Eligible Assignee; provided, transfer however, (i) such Lender shall (unless the assignment is to another Lender or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the capital or profits an Affiliate of the Partnership without assigning Lender) first obtain the written consent of the General Partner. No transfer Agent (which consent shall not be unreasonably withheld or delayed) and, so long as no Event of Interests may Default has occurred and is continuing at such time, Borrowers, which consent shall not be made without the written consent of the General Partner. No assignment unreasonably withheld or transfer will delayed (provided that, in any event, Borrowers shall be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of deemed to have consented to any state; (ii) notwithstanding such assignment or transfer, the Partnership unless they shall continue object thereto by written notice to be classified as a partnership and not a corporation or association under the Code; and Agent within five (iii5) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (iBusiness Days after having received notice thereof), (ii) the amount of Revolving Loan Commitments and Loans of the assigning Lender being assigned shall in no event be less than the lesser of (A) $1,000,000 or (A) the entire amount of the Revolving Loan Commitments and Loans of such assigning Lender and (iii) above. All costs related the parties to such transfer assignment shall execute and deliver to Agent for acceptance and recording an Assignment and Acceptance Agreement together with (including attorney’s feesx) shall be borne a processing and recording fee of $3,500 payable by the assignor/transferor. If an assignment, transfer or disposition occurs by reason assigning Lender to Agent and (y) each of the death Notes originally delivered to the assigning Lender (if any). The administrative fee referred to in clause (iii) of the preceding sentence shall not apply to an assignment of a Limited Partner security interest in all or assigneeany portion of a Lender’s rights under this Agreement or the other Loan Documents, written notice may be given by the duly authorized representative as described in clause (i) of Section 9.5(d) below. Upon receipt of all of the estate foregoing, Agent shall notify Borrowers of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent such assignment and to be bound by Borrowers shall comply with its obligations under Section 2.1(d). In the terms case of an assignment authorized under this Agreement and authorizes the General PartnerSection 9.5, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled considered to receive be a “Lender” hereunder and Loan Parties hereby acknowledge and agree that share any assignment will give rise to a direct obligation of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable Loan Parties to the Partnership as provided in assignee. The assigning Lender shall be relieved of its obligations to make Loans hereunder with respect to the Act, regardless assigned portion of whether his assignee becomes a substituted Limited Partnerits Revolving Loan Commitments.

Assignments. Each Limited Partner expressly agrees that he will not assignLender shall have the right, at any time, to sell, assign or transfer or dispose of, by gift or otherwise, to any of his Interest Eligible Assignee all or any part of all of his right, title and interest in the capital its Commitment or profits its Pro Rata Share of the Partnership without Steamboat Loan, the written consent of Canyons Loan, the General Partner. No transfer of Interests Jordan Bowl Loan, the Attitash Loan, the Killington Loan and/or the Mt. Snow Loan, as the case may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied be, provided that: (i) No Lender shall assign any part of its Loan prior to the assignment or transfer would Full Syndication Date without the prior written consent of GSRP, which shall not violate be unreasonably withheld; after the Securities Act Full Syndication Date, no consent of 1933 or the laws of any stateGSRP shall be required; (ii) notwithstanding no such sale, assignment or transfertransfer shall, without the Partnership shall continue prior written consent of GSRP, require GSRP to be classified as file a partnership registration statement with the Securities and not a corporation Exchange Commission or association apply to qualify such sale, assignment or transfer under the Code; andsecurities laws of any state, (iii) no such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i)sale, (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be effective unless and until an assignment agreement effecting such sale, assignment or transfer, in writing form and substance reasonably satisfactory to the General PartnerAdministrative Agent, shall have been accepted by the Administrative Agent, and (iv) no such sale, assignment or transfer shall be effected in an amount of less than $1,000,000. To the extent of any such assignment in accordance with the requirements of this Section 2.6(b), the assigning Lender shall be relieved of its obligations with respect to its respective Commitment and the portion of such Loan or Loans so assigned that corresponds to such Commitment. Upon such execution, delivery and acceptance from and after the effective date specified in the aforesaid assignment agreement, (A) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such assignment agreement, shall have the rights and obligations of a Lender hereunder that corresponds to the portion of the Loan so assigned and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment agreement, relinquish its rights and be released from its obligations under this Agreement to the extent of the portion of such Loan or Loans so assigned. The written notice required appropriate Commitments hereunder shall be modified to reflect the acceptance of the assigned portion of the appropriate Commitment by this paragraph such assignee and to reflect any remaining Commitment of such assigning Lender not so assigned and, if any such assignment occurs after the issuance of the Notes hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its Note to GSRP for cancellation, and thereupon new Notes shall specify be issued by GSRP to the name assignee and address to the assigning Lender, substantially in the form of Exhibits E-1, E-2, E-3, E-4, E-5, E-6, E-7, E-8, E-9, E-10, E-11 or E-12, as the case may be, attached hereto with appropriate insertions, to reflect the new appropriate Commitments of the assignee and the date assigning Lender. Except as otherwise provided in this Section 2.6(b) and in Section 2.3(a)(i) hereof, no Lender shall, as between GSRP and such Lender, be relieved of assignmentany of its obligations hereunder as a result of any sale, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon assignment or transfer of all or any subsequent assignment and to be bound by the terms part of this Agreement and authorizes the General Partner, should they consent to the admission its Commitment or its Pro Rata Share of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership Loan. (should such an amendment be advisablej) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partner.Section 2.7

Assignments. Each Limited Partner expressly agrees that he will (a) The rights, duties and obligations of Seller under this Agreement may not assign, transfer be subcontracted or dispose of, assigned in whole or in part by gift operation of law or otherwise, any of his Interest or any part of all of his right, title and interest in the capital or profits of the Partnership otherwise without the prior express written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No 3PARdata, and any attempted assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding rights, duties or obligations hereunder without such assignment or transferconsent shall be null and void. This Agreement shall be binding on the parties and their respective successors and permitted assigns. Notwithstanding the above, in the Partnership shall event Seller’s business is acquired by a competitor to 3PARdata, then Seller shall, subject to Section 29 above, continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership sell Products to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related 3PARdata pursuant to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes for a period of twelve (12) months from the General Partnerdate of such acquisition. Thereafter, should they consent Seller and/or its acquirer shall have a right to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to immediately terminate this Agreement and upon written notice to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact3PARdata. The General Partner mayprice of such Products shall not exceed the “not to exceed” pricing set forth in Section 4(a). (b) 3PARdata shall not assign its rights duties and obligations under this Agreement without the prior written approval of Seller, in its sole discretionwhich approval Seller shall not unreasonably withhold, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that 3PARdata may assign this Agreement without the prior written approval of Seller to a substituted Limited Partner shall not be subject person or entity into which 3PARdata has merged or which has otherwise succeeded to those liabilities all or substantially all of which he was ignorant at the time he became a substituted Limited Partner its business and assets, and which could not be ascertained from the Certificate has assumed in writing or by operation of Limited Partnership or law its obligations under this Agreement. Each Limited Partner agrees that with Notwithstanding the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partnerabove, except as set forth in the preceding sentenceevent 3PARdata enters into an OEM arrangement for the sale of its products, which incorporate the Products the subject of this Agreement, then Seller agrees to enter into a purchase agreement with such OEM for the sale and supply of Products to the OEM. If Provided 3PARdata can demonstrate that it was instrumental in causing the General Partner withholds consentOEM to enter into a new or enhanced business relationship with Seller as a result of its being an OEM of 3PARdata then, an assignee shall not become a substituted Limited Partner and shall not have in the event any of the rights of a Limited Partner, except terms and conditions negotiated between Seller and the OEM are more favorable that the assignee shall be entitled terms and conditions contained in this Agreement, Seller agrees to receive that share provide 3PARdata with the option to amend this Agreement to allow 3PARdata to substitute any of capital or profits the terms and shall have conditions of this Agreement with the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to more favorable terms and conditions negotiated with the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerOEM.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in (a) With the capital or profits of the Partnership without the written prior consent of the General Partner. No transfer Agent and the Borrower, which consent shall not be unreasonably withheld, each Lender may assign to one or more other Persons all or a portion of Interests may be its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the outstanding Loans made without by it and the written consent of the General Partner. No assignment Note or transfer will be permitted unless the General Partner is satisfied that: Notes held by it); provided, however, that (i) except in the case of an assignment to an Affiliate of such Lender or a Person that, immediately prior to such assignment, was a Lender, the amount of the Commitments of such assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to each such assignment) shall in no event be less than the lesser of (y) the aggregate Commitments of such Lender immediately prior to such assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (z) $5,000,000, (ii) notwithstanding each such assignment shall be to an Eligible Assignee, (iii) each such assignment shall be of an equal, pro rata percentage of such Lender's rights and obligations (including its Commitment) under each of the Term Loans and the Revolving Loans, and (iv) the parties to each such assignment will execute and deliver to the Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or transferNotes subject to such assignment, and will pay a processing fee of $3,000 to the Agent for its own account. Upon such execution, delivery, acceptance and recording of the Assignment and Acceptance, from and after the effective date specified therein (a) the assignee thereunder shall be deemed a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of such Lender hereunder with respect thereto and (b) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of such assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (b) By executing and delivering an Assignment and Acceptance, the Partnership shall continue assigning Lender and the assignee thereunder confirm to and agree, with each other and with the other parties hereto, as follows: (i) other than as may be classified as a partnership provided in such Assignment and not a corporation Acceptance, such assigning Lender makes no representation or association warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Credit Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Credit Document or any other instrument or document furnished hereto or pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any of its Subsidiaries or the performance or observance by the Borrower or any of its Subsidiaries of any of their respective obligations under the Codethis Agreement or any other Credit Document or any other instrument or document furnished pursuant hereto or thereto; and (iii) such transfer assignee confirms that it has received a copy of this Agreement, together with copies of the Financial Statements and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (iv) such assignee will, independently and without reliance upon the Agent, the assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not cause taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Partnership Agent to become a publicly traded partnership take such action as agent on its behalf and to exercise such powers and discretion under this Agreement 87 and the Code. The General Partner may require an opinion other Credit Documents and any other instruments and agreements referred to herein or therein, and to exercise such powers and to perform such duties hereunder and thereunder, as are specifically delegated to or required of counsel from the assignor Agent by the terms hereof or transferor confirming (i), (ii) thereof and such other powers as are reasonably incidental thereto; and (iiivii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason assignee agrees that it will perform in accordance with their terms all of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee obligations that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement are required to be performed by it as a Lender. (c) The Agent will maintain a copy of each Assignment and authorizes Acceptance delivered to and accepted by it and a register for the General Partner, should they consent to the admission recordation of the assignee names and addresses of the Lenders and the Commitments of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate Lender hereunder for all purposes of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any Note or Notes subject to such assignment, the consent Agent will, if such Assignment and Acceptance has been completed and is in substantially the form of EXHIBIT A, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give notice thereof to the Borrower. Within five (5) Business Days after its receipt of such notice, the Borrower, at its own expense, will execute and deliver to the Agent in exchange for the surrendered Note or Notes a new Note or Notes to the order of such assignee in an amount equal to the Commitment or Commitments assumed by it pursuant to such Assignment and Acceptance and, to the extent the assigning Lender has retained its Commitments hereunder, a new Note or Notes to the order of the General Partner any assignee may become a substituted Limited Partner without assigning Lender in an amount equal to the further act Commitment or consent Commitments retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate principal amount of any Limited Partner. Each Limited Partner agrees that he such surrendered Note or she has no right to consent to Notes, shall be dated the effective date of such Assignment and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner Acceptance and shall not have any otherwise be in substantially the forms of the rights of a Limited PartnerEXHIBIT F or G, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnerappropriate.

Assignments. Each Limited Partner expressly agrees (a) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Loan Agreement, the other Loan Documents, the Collateral or the Notes; provided that he will not assign, transfer or dispose of, by gift or otherwise, any (i) each partial assignment shall be made as an assignment of his Interest or any a proportionate part of all of his right, title the assigning Lender's rights and interest in obligations under this Loan Agreement and the capital or profits of the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; other Loan Documents; and (ii) notwithstanding such the parties to each assignment or transfershall execute and deliver to the Collateral Agent an Assignment and Assumption Agreement in the form attached hereto as Exhibit F, together with a processing and recordation fee of $500.00. Subject to acceptance and recording thereof by the Collateral Agent pursuant to paragraph (b) of this Section, from and after the effective date specified in each Assignment and Assumption, the Partnership Eligible Assignee thereunder shall be a party to this Loan Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Loan Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Loan Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Loan Agreement, such Lender shall cease to be a party hereto) but shall continue to be classified as a partnership entitled to the benefits of Section 12 with respect to facts and not a corporation or association under circumstances occurring prior to the Code; and (iii) effective date of such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by a Lender of rights or obligations under this Loan Agreement that does not comply with this paragraph shall specify the name be treated for purposes of this Loan Agreement as a sale by such Lender of a participation in such rights and address obligations in accordance with Section 10.2. (b) The Collateral Agent, acting solely for this purpose as an agent of the assignee Borrower, shall maintain at its office listed in Schedule IB a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the date principal amounts of assignmentthe Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). The entries in the Register shall include be conclusive, and the Borrower, the Collateral Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a statement by the assignee that he agrees to give the above described written Lender hereunder for all purposes of this Loan Agreement, notwithstanding notice to the General Partner upon any subsequent assignment and to contrary. The Register shall be bound available for inspection by the terms Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Any assignment or transfer by a Lender of rights or obligations as a Lender under this Loan Agreement that does not comply with this paragraph shall be treated for purposes of this Loan Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign sale by such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary Lender of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the participation in such rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that obligations in accordance with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerSection 10.2.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in Any Lender may with the capital or profits of the Partnership without the prior written consent of the General Partner. No transfer Administrative Agent and, so long as no Default or Event of Interests may Default exists, the Borrower (which consent, in each case, shall not be made without unreasonably withheld or delayed; 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 5 Business Days after having received notice thereof) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its Commitment and its other rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 Borrower or the laws Administrative Agent shall be required in the case of any state; (ii) notwithstanding such assignment to another Lender or transfer, the Partnership shall continue to be classified as any affiliate of a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i)Lender, (ii) any partial assignment shall be in an amount at least equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof, (iii) above. All costs related if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such transfer assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (including attorney’s feesor its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (iv) each such assignment shall be borne effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the assignor/transferor. If an assignmentpurchase price agreed between such transferor Lender and such Assignee, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and such Assignee shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and deemed to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all obligations of a Lender with a Commitment and/or Loans, as the restrictions and liabilities of his assignor; providedcase may be, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in such Assignment and Assumption Agreement, and the preceding sentencetransferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. If Upon the General Partner withholds consentconsummation of any assignment pursuant to this subsection (c), an assignee the transferor Lender, the Administrative Agent and the Borrower shall not become a substituted Limited Partner make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall not have update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital its respective affiliates or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerSubsidiaries.

Assignments. Each Limited Partner expressly agrees that he will The Program Agreements are not assign, transfer assignable by Seller. Administrative Agent and Buyers may from time to time assign all or dispose of, by gift or otherwise, any a portion of his Interest or any part of all of his right, title their rights and interest in the capital or profits of the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association obligations under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they Program Agreements pursuant to the Administration Agreement in each case only if (and subject to) the Seller having given its prior written consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner assignment (which consent Seller may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at give or withhold in its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner Seller’s prior written consent to an assignment shall not be subject to those liabilities required if an Event of which he was ignorant Default has occurred and is continuing at the time he became of such assignment; provided, further that Administrative Agent shall maintain, solely for this purpose as a substituted Limited Partner non-fiduciary agent of Seller, for review by Seller upon written request, a register of assignees and which could participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. The entries in the Register shall be conclusive absent manifest error, and the Seller, Administrative Agent and Buyers shall treat each Person whose name is recorded in the Register pursuant to the preceding sentence as a Buyer hereunder. Upon such assignment (in accordance with the foregoing provisions of this Section 22) and recordation in the Register, (a) such assignee shall be a party hereto and to each Program Agreement to the extent of the percentage or portion set forth in the Assignment and Acceptance, and shall succeed to the applicable rights and obligations of Administrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such rights and obligations have been so assigned by them to another Person approved by Seller in writing (such approval to be given or withheld in Seller’s sole and absolute discretion; provided, however, Seller’s prior written approval to an assignment shall not be ascertained required if an Event of Default has occurred and is continuing at the time of such assignment) which assumes the obligations of Administrative Agent and Buyers, as applicable, be released from its obligations hereunder and under the Certificate Program Agreements. Any assignment hereunder shall be deemed a joinder of Limited Partnership such assignee as a Buyer hereto. Unless otherwise stated in the Assignment and Acceptance, Seller shall continue to take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to any prospective or actual assignee this Agreement. Each Limited Partner , the other Program Agreements, any document or other information delivered to Administrative Agent and/or Buyers by Seller; provided, that, Administrative Agent or Buyers, as applicable, will cause such party to execute and deliver a non-disclosure agreement whereby such party agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act to keep such information delivered by Administrative Agent or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right Buyers to consent to and will not consent to any person or entity becoming a substituted Limited Partnersuch party confidential, except on substantially similar terms as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any Section 32 of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnerthis Agreement.

Assignments. Each Limited Partner expressly agrees that he will not assign(i) The Lender may, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in upon obtaining the capital or profits of the Partnership without the written consent of the General PartnerBorrower, assign all of its rights and obligations hereunder pursuant to an Assignment and Acceptance to another bank or financial institution; provided that (A) no such consent shall be unreasonably withheld or delayed and (B) no such consent shall be required with respect to any assignment by the Lender to its Affiliate and no such consent shall be required from the Borrower after the occurrence and during the continuation of any Event of Default. No transfer of Interests may Any assignment hereunder shall be made without the written consent effective upon execution by all necessary parties of the General Partnerapplicable Assignment and Acceptance. No assignment or transfer The assigning Lender will be permitted unless give prompt notice to the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws Borrower of any state;such assignment. Upon the effectiveness of any such assignment (and after notice to the Borrower as provided herein), the assignee shall become a “Lender” for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. (ii) notwithstanding Subject to acceptance and recording thereof pursuant to paragraph (a)(iii) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such assignment or transferAssignment and Assumption, have the Partnership rights and obligations of a Lender under this Credit Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Credit Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Credit Agreement, such Lender shall cease to be a party hereto but shall continue to be classified entitled to the benefits of Sections 2.5, 2.7, 2.8 and 7.4 in respect of the period that it was a Lender). Any assignment or transfer by the Lender of rights or obligations under this Credit Agreement that does not comply with this Section 7.2 shall be treated for purposes of this Credit Agreement as a partnership sale by such Lender of a participation in such rights and not a corporation or association under the Code; andobligations in accordance with paragraph (c) of this Section. (iii) The Borrower shall maintain a register at one of its offices (the “Register”) on which it will record the Commitments from time to time of each of the Lender and each repayment in respect of the principal amount and stated interest of such transfer Commitments of each Lender. Failure to make any such recordation, or any error in such recordation shall not cause affect the Partnership to become a publicly traded partnership Borrower’s obligations under the Codethis Credit Agreement. The General Partner may require an opinion of counsel from entries in the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) Register shall be borne by conclusive absent manifest error, and the assignor/transferorBorrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Credit Agreement. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and No assignment shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request effective for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms purposes of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she unless it has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth been recorded in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership Register as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnerthis paragraph.

Assignments. Each Limited Partner expressly agrees that he will Borrower may not assign, assign or transfer or dispose of, by gift or otherwise, any of his Interest its rights or obligations under any part of all of his right, title and interest in the capital or profits of the Partnership Credit Document without the prior written consent of the General PartnerLender. No transfer of Interests Lender may be made at any time, without the written consent of Borrower, assign to one or more Affiliates (each an “Assignee”) all, or a proportionate part of all, of its rights and obligations under this Agreement and the General Partner. No other Credit Documents, and such Assignee shall assume such rights and obligations, pursuant to an assignment or transfer will and assumption agreement executed by such Assignee and Lender; provided, however, that any Assignee of Lender shall be permitted unless required to have at the General Partner is satisfied that: time of assignment (i) a creditworthiness not less than the assignment or transfer would not violate the Securities Act creditworthiness of 1933 or the laws of any state; Lender at such time and (ii) notwithstanding a credit facility, with TCF Bank as lender and Assignee as borrower, no less favorable than Lender’s credit facility with TCF Bank and supported by the same Performance Assurance Agreement from TCF Bank furnished in connection with Lender’s credit facility with TCF Bank, and such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) Assignee shall be borne by able to perform the assignor/transferorobligations of Lender hereunder. If an assignmentUpon execution and delivery of such instrument, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and such Assignee shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities obligations of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became Lender with a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except commitment as set forth in the preceding sentence. If the General Partner withholds consentsuch instrument of assumption, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee Lender shall be entitled released from its obligations hereunder to receive that share a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of capital or profits any assignment pursuant to this Section 8.05(b), Lender and Borrower shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable make appropriate arrangements so that, if required, a new Revolving Loan Note is issued to the Partnership as provided in Assignee and the Act, regardless of whether his assignee becomes a substituted Limited Partnerexisting Revolving Loan Note is returned to Borrower.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in With the capital or profits of the Partnership without the prior written consent of the General Partner. No Borrower (which consent shall not be unreasonably withheld), the Lender may at any time assign, or grant a security interest in or sell a participation interest in or sell any Advance (or portion thereof) or any Note (or any portion thereof) to any Person rated A2 or higher by ▇▇▇▇▇’▇ or A or higher by S&P; provided that, as applicable, (i) no transfer of Interests any Advance (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, (ii) no such consent of the Borrower shall be required following the occurrence of an Event of Default or Servicer Default, (iii) in the case of an assignment of any Advance (or any portion thereof) or of any Note (or of any portion thereof), the assignee executes and delivers to the Servicer, the Borrower and the Deal Agent a fully executed transferee letter substantially in the form of Exhibit L attached hereto, and (iv) the Lender shall not need prior consent of the Borrower to at any time assign, or grant a security interest or sell a participation interest in, or sell, any Advance (or portion thereof) or any Note or any portion thereof to an Affiliate. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to the Deal Agent, for its acceptance and recording in its books and records, such agreement or document as may be made satisfactory to such parties and the Deal Agent. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to exist upon, any of the Borrower’s rights, obligations or duties under this Agreement without the prior written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transferLender, the Partnership shall continue to be classified as a partnership Deal Agent and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnereach Hedge Counterparty.

Assignments. Each Limited Partner expressly agrees that he will (a) Borrower shall not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the capital or profits of the Partnership be permitted to assign this Amended Agreement without the prior written consent of the General Partner. No transfer Lender and any purported assignment in violation of Interests may this Section 13.01 shall be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that:null and void. (ib) Lender may at any time assign all its rights and obligations hereunder in whole or in part (each an “Assignee”); provided, however, that to the assignment extent rights and obligations hereunder are assigned to more than one Assignee, Agent shall be designated as the agent of all Assignees and any and all obligations of Borrower under this Amended Agreement shall thereafter be coordinated through such agent so that Borrower shall not be required to perform its obligations hereunder for, or transfer would not violate the Securities Act of 1933 or the laws of any state;on behalf of, multiple Assignees. (iic) notwithstanding such The parties to each assignment or transfershall execute and deliver to Borrower a written instrument of assignment in the form set forth in Exhibit L, containing the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address agreement of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Amended Agreement (an “Assignment and Acceptance”). Upon the effectiveness of a permitted assignment hereunder, (i) each reference in this Amended Agreement to “Lender” shall be deemed to be a reference to the assignor and the assignee to the extent of their respective interests, (ii) such assignee shall be a Lender party to this Amended Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers obligations of a Lender and (iii) the assignor shall be released from its obligations hereunder to a corresponding extent of the assignment, and no further consent or action by any party shall be required. (d) In the event there are multiple Lenders, all payments of principal, interest, fees and any other amounts payable pursuant to the Loan Documents shall be allocated on a pro rata basis among the Lenders according to their proportionate interests in the applicable Loans. (e) Borrower shall, from time to time at the request of the Lender, execute and deliver any documents that are necessary to give full force and effect to an assignment permitted hereunder, including new Notes in exchange for the Notes held by the Lender. (f) Except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Loans of any Tranche, the amount of the Loans of the assigning Lender subject to all each such assignment (determined as of the restrictions date the Assignment and liabilities of his assignor; provided, however, that a substituted Limited Partner Acceptance with respect to such assignment is delivered to Borrower) shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees less than [*****] unless Borrower otherwise consents, provided that with the no such consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee Borrower shall be entitled to receive that share of capital or profits required if a Default has occurred and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partneris continuing.

Assignments. Each Limited Partner expressly agrees that he will not assign10.2.1 Subject to Section 10.1 and the other terms of this Agreement, transfer the Lenders collectively or dispose ofindividually may assign to one or more assignees all or a portion of their respective rights and obligations under this Agreement (including, by gift without limitation, all or otherwisea portion of their respective Commitments). The parties to each such assignment shall execute and deliver an Assignment Agreement to the Agent, any of his Interest or any part of all of his right, title for its consent (if necessary) and interest recording in the capital or profits Register and shall pay a processing and recording fee to the Agent in the amount of the Partnership without the written $3500. After such execution, delivery, consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: and recording (i) the assignment or transfer would not violate assignee thereunder shall be a party to this Agreement and, to the Securities Act extent that rights and obligations hereunder have been assigned to it, have the rights and obligations of 1933 or the laws of any state; a Lender hereunder and (ii) notwithstanding the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such assignment Assignment Agreement, relinquish its rights, other than rights to expense reimbursement and indemnification to which it is then entitled hereunder, and be released from its obligations under this Agreement, other than obligations in respect of which it is then in default and liabilities arising from its actions prior to the assignment. In the case of an Assignment Agreement covering all or transferthe remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. 10.2.2 The agreements of an assignee contained in an Assignment Agreement shall benefit the assigning Lender thereunder, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee other Lenders and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by Agent in accordance with the terms of this the Assignment Agreement. 10.2.3 The Agent shall maintain at its address referred to herein a copy of each Assignment Agreement delivered to and authorizes acknowledged by it and a register for recording the General Partner, should they consent to the admission names and addresses of the assignee Lenders and the Commitment under the Credits of each Lender from time to time (the "REGISTER"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error. The Borrower, the Agent and each of the Lenders may treat each person whose name is recorded in the Register as a substituted Limited PartnerLender hereunder for all purposes of this Agreement, to sign such assignee’s name to this Agreement and to an amendment to need not recognize any person as a Lender unless it is recorded in the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) Register as such assignee’s attorney-in-facta Lender. The General Partner may, in its sole discretion, waive receipt of Register shall be available for inspection by the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate Borrower or any beneficiary of a deceased Limited Partner or assignee have Lender at any right reasonable time and from time to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnerupon reasonable prior notice.

Assignments. Each Limited Partner expressly agrees As used in this Article IX, "assign" refers to both the assignment of benefits, rights and interests and to the transfer of duties, obligations and liabilities, and "assignment", "assignee" and "assignor" shall be construed accordingly. Subject to the provisions of Article 9.2 each of the Parties hereto shall have the right at any time to assign in whole or part its benefits, duties and obligations under this Agreement, provided, however that: (a) No Party may assign any right, title, interest, benefit, duty or obligation in or under the Licence or this Agreement separately, it being the intent hereof that he will not assignany such assignment in or under the Licence must carry with it the equivalent right, transfer or dispose oftitle, by gift or otherwiseinterest, benefit, duty and obligation in and under this Agreement, and vice versa and so that, for the avoidance of doubt, any assignment of his all or part of the Party's Percentage Interest shall include such Party's corresponding interest in any Sole Risk Project and (if applicable) Sub-Area, and vice versa; (b) Any assignee must be of technical and financial standing sufficient to perform the duties and obligations hereunder to the extent of the interest and property assigned; (c) Any assignment shall be subject to the terms and provisions of this Agreement and the assignee shall assume and agree to perform or pay the assignor's duties, obligations and liabilities hereunder to the extent of the interest assigned and whether such duties, obligations and liabilities are incurred prior to or after the effective date of such assignment; (d) No Party may assign its right, title, benefits, interests, duties or obligations or any part thereof without the prior written consent of each of the other Parties to such assignment and all terms and conditions pertinent thereto provided, however, that such consent will not be unreasonably withheld if the assignee is a company or corporation which on request can demonstrate that it has adequate technical and financial resources to meet its obligations hereunder including abandonment obligations and the provisions of any necessary security for the fulfilment of the obligations under the Licence in substitution (whether in whole or in part) for the security provided by the assignor and the other provisions and conditions hereunder have been satisfied and met and provided further that a Party who fails to notify the assigning Party that it is withholding its consent on the aforesaid grounds within thirty (30) days of the such other provisions and conditions having been satisfied and met shall be deemed to have given its consent; (e) No such assignment shall be binding on any of the non-assigning Parties hereto until the day on which the assignor furnishes to each of the non-assigning Parties a certified copy of the final assignment agreement(s) and any other documents inclusive of all terms and conditions pertinent to such assignment such documents to include a written instrument by the assignee (in form and content to the reasonable satisfaction of his the Parties and duly executed by the assignee) undertaking, accepting and assuming all of the obligations of the assignor under the Licence and this Agreement in so far as the interest assigned is concerned; (f) No Party may assign any right, title and interest title, interest, benefit, duty, obligation or liability in or under the capital Licence or profits of the Partnership this Agreement without obtaining the written consent of the General Partner. No transfer of Interests may be made without the written consent HA to such assignment in accordance with Article 88 of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any stateMineral Resources Act; (iig) notwithstanding such assignment Any Party assigning all or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion part of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner Percentage Interest shall remain liable to the Partnership as provided other Parties for all obligations attaching to the Percentage Interest assigned which are incurred or accrued prior to the effective date of such assignment, and such obligations shall in addition become the obligations of the assignee; (h) All costs and expenses pertaining to any assignment shall be the responsibility of the assignor; and (i) A Party may not include a clause in the Act, regardless of whether his assignee becomes a substituted Limited Partnerassignment agreement to the effect that the agreement shall be terminated if the preferred right and option to purchase according to Article 9.2 is exercised.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise(i) Subject to Section 4.13, any of his Interest Purchaser may at any time assign to one or more Eligible Assignees all or any part portion of such Purchaser’s Notes, together with all related rights and obligations of his rightsuch Purchaser hereunder, title including for the avoidance of doubt, the rights of such Purchaser to purchase additional Notes and any unfunded commitment of such Purchaser. Any purported assignment to any Person that is not an Eligible Assignee in accordance with the definition thereof shall be null and void. The amount of any such assignment (determined as of the date of the applicable Assignment Agreement or, if a “Trade Date” is specified in such Assignment Agreement, as of such Trade Date) shall be in a minimum aggregate amount equal to $1,000,000 (unless such assignment is made to an existing Purchaser or an Affiliate or Approved Fund of any existing Purchaser or is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in the capital outstanding Notes); provided that, in connection with simultaneous assignments to two or profits more Affiliated Persons, including related Approved Funds, such Affiliated Persons and Approved Funds shall be treated as one assignee for purposes of determining compliance with the Partnership without minimum assignment size referred to above. The Issuer and the written consent of Purchasers shall be entitled to continue to deal solely and directly with such Purchaser in connection with the General Partner. No transfer of Interests may be made without interests so assigned to an Eligible Assignee until the written consent of Purchasers shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state;applicable parties thereto. (ii) notwithstanding From and after the date on which the conditions described above have been met and recordation in the register described in paragraph (iii) below, (A) such assignment or transferEligible Assignee shall be deemed automatically to have become a party hereto and, to the extent of the interests assigned to such Eligible Assignee pursuant to such Assignment Agreement, shall have the rights and obligations of a Purchaser hereunder and (B) the assigning Purchaser, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights and obligations hereunder (other than those that survive termination pursuant to Section 12.1). Upon the request of the Eligible Assignee (and, as applicable, the Partnership assigning Purchaser) pursuant to an effective Assignment Agreement, each Issuer shall continue execute and deliver to be classified such Eligible Assignee (and, as a partnership and not a corporation applicable, the assigning Purchaser) Notes in the aggregate principal amount of the Eligible Assignee’s Notes (and, as applicable, Notes in the principal amount of the Notes retained by the assigning Purchaser). Upon receipt by the assigning Purchaser of such Note (or association under commitments, as applicable), the Code; andassigning Purchaser shall promptly return to the Issuer any prior Note held by it. (iii) The Issuer shall maintain at its offices a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of each Purchaser, and the commitments of, and principal amount and interest of the Notes owing to, such transfer shall not cause Purchaser pursuant to the Partnership to become a publicly traded partnership under the Codeterms hereof. The General Partner entries in such register shall be conclusive, absent manifest error, and the Issuer and the Purchasers may require an opinion treat each Person whose name is recorded therein pursuant to the terms hereof as a Purchaser hereunder for all purposes of counsel from the assignor or transferor confirming this Agreement. Such register shall be available for inspection by any Purchaser (iprovided that each Purchaser’s right of inspection shall be limited to information about such Purchaser), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written at any reasonable time upon reasonable prior notice to the General Partner upon any subsequent Issuer. Any assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will effected only upon the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership registration thereof as provided in this paragraph (iii). (iv) Notwithstanding the Actforegoing provisions of this Section 12.6(a) or any other provision of this Agreement, regardless any Purchaser may at any time pledge or grant a security interest in all or any portion of whether his assignee becomes its rights under this Agreement to secure obligations of such Purchaser, including any pledge or grant to secure obligations to a substituted Limited PartnerFederal Reserve Bank or to a trustee as security for the benefit of its noteholders, other security holders or creditors of a Purchaser; provided that no such pledge or grant shall release such Purchaser from any of its obligations hereunder or substitute any such pledgee or grantee for such Purchaser as a party hereto.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, A Lender (an “Assignor”) may at any of his Interest time sell all or any part of all its rights and obligations hereunder to one or more persons (other than individuals) (each, an “Assignee”) in respect of his rightan aggregate amount of Commitment exceeding C$10 million. Upon such sale, title the Assignor shall, to the extent of such sale, be released from its obligations hereunder and interest in the capital or profits each of the Partnership without Assignees shall become a party hereto to the written consent extent of the General Partnerinterest so purchased, having the rights of a Lender and the benefit of section 9.5. No transfer of Interests may Any such sale by an Assignor shall not be made without the written consent of the General Partner. No assignment or transfer will be permitted effective unless the General Partner is satisfied that: and until (i) (unless such sale is to a Related Fund or an affiliate of the Assignor) the Assignor has paid to the Administrative Agent an assignment or transfer would not violate fee in the Securities Act amount of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i)C$3,500, (ii) and (iii) above. All costs related to the Assignee has executed an instrument substantially in the form of schedule 5 annexed hereto whereby such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and Assignee has agreed to be bound by the terms hereof as a Lender and has agreed to specific Commitments under the Credit Facility and a specific address and telefacsimile number for the purpose of this Agreement notices as provided in section 12.3, and authorizes (iii) a copy of a fully executed copy of such instrument has been delivered to each of the General PartnerAdministrative Agent and the Borrower. Upon any such sale becoming effective, should they consent schedule 1 annexed hereto shall be deemed to be amended to include the Assignee as a Lender including the specific Commitments, Lending Office, address and telefacsimile number as aforesaid and the Commitments of the Assignor shall be deemed to be reduced by the amount of the Commitments assigned to the admission Assignee. No Lender (including an Assignee) shall, after an assignment made pursuant to this section 12.7(4), hold an amount of Commitment less than C$10 million unless such Lender has assigned the entire amount of its Commitments. Except with respect to an assignment to an affiliate or a Related Fund, any assignment pursuant to this section 12.7(4) shall require the prior or concurrent written acknowledgement of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement Administrative Agent and to (unless an amendment to Event of Default has occurred and is continuing) the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon prior written consent of the General Partner (which consent may be w▇▇▇▇▇ futures fundBorrower, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities neither of which he was ignorant at the time he became a substituted Limited Partner and which could not will be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnerunreasonably withheld.

Assignments. (a) Each Limited Partner expressly agrees that he Bank shall have the right at any time to assign with the consent of Conseco (on behalf of the Borrowers) and the Administrative Agent (which consent, in each case, will not assignunreasonably be withheld), transfer or dispose ofto any Eligible Assignee, by gift or otherwise, any of his Interest all or any part of all such Bank's rights and obligations under this Agreement and each other Loan Document including its rights in respect of his rightits Loans and Notes, title if any; provided, however, that no such consent of Conseco (on behalf of the Borrowers) shall be required where any Event of Default as to Conseco, CIHC, or any CCPA Pledgor has occurred and interest shall be continuing. Any such assignment shall be pursuant to an assignment agreement, substantially in the capital form of Exhibit H (an "Assignment Agreement"), duly executed by such Bank and the Eligible Assignee, and acknowledged by the Administrative Agent. Notwithstanding the foregoing, each Bank may make assignments to its Affiliates or profits of the Partnership to any Federal Reserve Bank without the written obtaining consent of the General Partner. No transfer of Interests may Administrative Agent. (b) Each assignment shall be made without the written consent pro rata with respect to all rights and obligations of the General Partnerassigning Bank including the Loans and the Notes, if any. No Each assignment shall be in an amount equal to or transfer will in excess of $5,000,000 (except for assignments of the entire unpaid balance, if less than $5,000,000, of the Loans of a Bank or assignments to existing Banks). In the case of any such assignment, upon the fulfillment of the conditions in Section 12.1(c), this Agreement shall be permitted unless deemed to be amended to the General Partner is satisfied thatextent, and only to the extent, necessary to reflect the addition of such Eligible Assignee, and such Eligible Assignee shall for all purposes be a Bank party hereto and shall have, to the extent of such assignment, the same rights and obligations as a Bank hereunder. (c) An assignment shall become effective hereunder when all of the following shall have occurred: (i) the assignment or transfer would not violate Assignment Agreement shall have been executed by the Securities Act of 1933 or assigning Bank and the laws of any state;Eligible Assignee, (ii) notwithstanding such assignment or transferthe Assignment Agreement shall have been acknowledged by the Administrative Agent and, where applicable, by Conseco (on behalf of the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; andBorrowers), (iii) such transfer either the assigning Bank or the Eligible Assignee shall not cause have paid a processing fee of $3,000 to the Partnership to become a publicly traded partnership under Administrative Agent for its own account; provided that the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) Eligible Assignee shall be borne by solely responsible for such processing fee with respect to any assignment pursuant to Sections 5.8 and 13.2, and (iv) the assignor/transferorassigning Bank and the Administrative Agent shall have agreed upon a date upon which such assignment shall become effective. If an Upon such assignment becoming effective, the Administrative Agent shall forward all payments of interest, principal, fees and other amounts that would have been made to the assigning Bank, in proportion to the percentage of the assigning Bank's rights transferred, to the Eligible Assignee. (d) Upon the effectiveness of any assignment, transfer or disposition occurs by reason the assigning Bank shall be relieved from its obligations hereunder to the extent of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing obligations so assigned (except to the General Partnerextent, if any, that any Borrower, any other Bank or the Administrative Agent have rights against such assigning Bank as a result of any default by such Bank under this Agreement). The written notice required by this paragraph shall specify Promptly following the name and address effectiveness of the assignee and the date of each assignment, the Administrative Agent shall include a statement by the assignee that he agrees to give the above described written notice furnish to the General Partner upon any subsequent assignment Borrowers and each Bank a revised Schedule 2.1, revised to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign reflect such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnerassignment.

Assignments. Each Limited Partner expressly agrees that he will not assignThis Agreement shall be binding upon, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in inure to the capital or profits benefit of the Partnership without the written consent of the General PartnerParties and their respective successors and permitted assigns. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer This Agreement shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i)be assigned by any Party, (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing except to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice Project Lenders or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund▇▇'s Representative as security for their debt under the Financing Agreements, l.pother than by mutual consent between the Parties to be evidenced in writing. (us) EXHIBIT A7 Such assignment shall be agreed to by DISCOM subject to the compliance of provisions contained in this Agreement and more specifically to the provisions of Article 4.1 of this Agreement. In no case, such assignment shall be permissible prior to the declaration of COD. Provided that, DISCOM shall permit assignment of any of SPG’s rights and obligations under this Agreement in favour of the lenders to the SPG, if required under the Financing Agreements. Provided that, such consent shall not be withheld at if DISCOM seeks to transfer to any transferee all of its sole rights and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary obligations under this Agreement. The enforcement of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers obligation between the SPG and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner DISCOM provided in this Agreement shall not be subject to those liabilities treated as an assignment but an enforcement of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or terms agreed under this Agreement. Each Limited Partner agrees Provided further that with any successor(s) or permitted assign(s) identified after mutual agreement between the consent Parties may be required to execute a new agreement on the same terms and conditions as are included in this Agreement. An amount of Rs. 1 Lakh per Transaction as Facilitation Fee (non-refundable) shall be deposited by the General Partner any assignee may become a substituted Limited Partner without SPG to DISCOM. Provided further that, such consents shall not be withheld by the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right SPG if DISCOM seeks to consent to and will not consent transfer to any person or entity becoming affiliate all of its rights and obligations under this Agreement. In the event of Change in Shareholding/Substitution of Promoters triggered by the Financial Institutions leading to signing of fresh PPA with a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consentNew Entity, an assignee shall not become a substituted Limited Partner and shall not have any amount of the rights of a Limited Partner, except that the assignee Rs. 1 Lakh per Transaction as Facilitation Fee (non-refundable) shall be entitled deposited by the SPG to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerDISCOM.

Assignments. Each Limited Partner expressly agrees that he Any Lender may with the prior written consent of Administrative Agent (such consent not to be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes; provided, however: (i) any partial assignment shall be in an amount at least equal to $10,000,000 and (unless the assigning Lender’s entire interest is being assigned) after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $10,000,000; (ii) if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such assignment such Lender will not assignhold no further Loans or Commitments under this Agreement, transfer such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (or dispose ofits Affiliate, by gift or otherwise, any of his Interest or any part as the case may be) of all of his right, title and interest in its Specified Derivatives Contracts to the capital Assignee or profits of the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment another Lender (or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the CodeAffiliate thereof); and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) aboveeach such assignment shall be effected by means of an Assignment and Assumption Agreement. All costs related Upon execution and delivery of such instrument and payment by such Assignee to such transfer (including attorney’s fees) transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and deemed to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all obligations of a Lender with a Revolving Commitment and/or Loans, as the restrictions and liabilities of his assignor; providedcase may be, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in such Assignment and Assumption Agreement, and the preceding sentencetransferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. If Upon the General Partner withholds consentconsummation of any assignment pursuant to this subsection (c), an assignee the transferor Lender, Administrative Agent and Borrower shall not become a substituted Limited Partner make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall not have update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to Administrative Agent an administrative fee for processing such assignment in the amount of Four Thousand Five Hundred Dollars ($4,500). Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to Borrower or any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnerits Affiliates.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in Any Lender may with the capital or profits of the Partnership without the prior written consent of the General Partner. No transfer Agent and the Borrower (which consent in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of Interests may be made without its rights and obligations under this Agreement and the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Event of Default shall exist or (y) in the case of an assignment to another Lender or transfer would not violate the Securities Act an affiliate of 1933 or the laws of any state; another Lender; (ii) notwithstanding any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or transferif the Commitments have been terminated, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require holds Notes having an opinion aggregate outstanding principal balance, of counsel from the assignor or transferor confirming (i)at least $10,000,000, (ii) and (iii) aboveeach such assignment shall be effected by means of an Assignment and Assumption Agreement. All costs related Upon execution and delivery of such instrument and payment by such Assignee to such transfer (including attorney’s fees) transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and deemed to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities obligations of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became Lender with a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except Commitment as set forth in such Assignment and Assumption Agreement, and the preceding sentencetransferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. If Upon the General Partner withholds consentconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Agent and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Agent an assignee shall not become a substituted Limited Partner and shall not have administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital its respective affiliates or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerSubsidiaries.

Assignments. (a) Each Limited Partner expressly of the Agent, the Loan Parties and the Liquidity Banks hereby agrees that he will not assignand consents to the complete or partial assignment by VFCC of all or any portion of its rights under, transfer interest in, title to and obligations under this Agreement to the Liquidity Banks pursuant to the Liquidity Agreement. (b) Any Liquidity Bank may at any time and from time to time assign to one or dispose ofmore Eligible Assignees (each, by gift or otherwise, any of his Interest a “Purchasing Liquidity Bank”) all or any part of all of his right, title its rights and interest obligations under this Agreement pursuant to an assignment agreement substantially in the capital or profits form set forth in Exhibit VII hereto (an “Assignment Agreement”) executed by such Purchasing Liquidity Bank and such selling Liquidity Bank; provided, however, that any assignment of a Liquidity Bank’s rights and obligations hereunder shall include a pro rata assignment of its rights and obligations under the Partnership without the written Liquidity Agreement. The consent of VFCC (and, if no Amortization Event then exists, the General PartnerBorrower, which consent shall not be unreasonably withheld or delayed) shall be required prior to the effectiveness of any such assignment. No transfer Each assignee of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: a Liquidity Bank must (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; be an Eligible Assignee and (ii) notwithstanding agree to deliver to the Agent, promptly following any request therefor by the Agent or VFCC, an enforceability opinion in form and substance satisfactory to the Agent and VFCC. Upon delivery of an executed Assignment Agreement to the Agent, such assignment or transfer, the Partnership selling Liquidity Bank shall continue to be classified as a partnership released from its obligations hereunder and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing Liquidity Agreement to the General Partnerextent of such assignment. The written notice required by this paragraph Thereafter the Purchasing Liquidity Bank shall specify the name and address of the assignee and the date of assignment, shall include for all purposes be a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Liquidity Bank party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole Liquidity Agreement and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers obligations of a Liquidity Bank hereunder and thereunder to the same extent as if it were an original party hereto and thereto and no further consent or action by the Borrower, the Lenders or the Agent shall be required. The Agent shall give the Borrower and the Servicer prior notice of each assignment made under this Section. (c) Each of the Liquidity Banks agrees that in the event that it shall suffer a Downgrading Event, such Downgraded Liquidity Bank shall be obliged to notify the Agent, the Borrower and the Servicer thereof and shall be subject obliged, at the request of VFCC or the Agent, to (i) collateralize its Commitment and its Liquidity Commitment in a manner acceptable to the Agent, or (ii) assign all of its rights and obligations hereunder and under the restrictions Liquidity Agreement to an Eligible Assignee nominated by the Agent or a Loan Party and liabilities of his assignor; providedacceptable to VFCC (and, howeverif no Amortization Event then exists, that a substituted Limited Partner the Borrower, which consent shall not be subject unreasonably withheld or delayed) and willing to those liabilities participate in this Agreement and the Liquidity Agreement through the Liquidity Termination Date in the place of which he was ignorant at such Downgraded Liquidity Bank; provided that the time he became a substituted Limited Partner and which could not be ascertained from Downgraded Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Liquidity Bank’s Pro Rata Share of the Certificate Obligations owing to the Liquidity Banks. (d) No Loan Party may assign any of Limited Partnership its rights or obligations under this Agreement. Each Limited Partner agrees that with Agreement without the prior written consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to Agent and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any each of the rights of a Limited Partner, except that Lenders and without satisfying the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerRating Agency Condition.

Assignments. Each Limited Partner expressly agrees that he will not assignIn addition to the assignments permitted by Section 11.3(a), transfer or dispose ofeach Lender may, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in with the capital or profits of the Partnership without the prior written consent of the General Partner. No transfer of Interests may be made without Borrowers, the written Issuing Lender and the Administrative Agent (provided that no consent of the General Partner. No Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign all or a portion of its rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Exhibit 11.3 to one or transfer will be permitted unless the General Partner is satisfied that: more Eligible Assignees; provided that (i) any such assignment shall be in a minimum aggregate amount of $5,000,000 of the assignment or transfer would not violate the Securities Act Commitments and in integral multiples of 1933 $1,000,000 above such amount (or the laws remaining amount of any state; Commitments held by such Lender) and (ii) notwithstanding each such assignment or transfershall be of a constant, not varying, percentage of all of the assigning Lender’s rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a duly executed assignment agreement together with a transfer fee of $3,500 payable to the Administrative Agent for its own account. Upon the effectiveness of any such assignment, the Partnership assignee shall continue become a “Lender” for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be classified relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Borrowers agree that upon notice of any assignment to an assignee that was not theretofore a Lender, they will promptly provide to such assignee a new Note. Each Lender agrees that, in the event it assigns all of its Commitment hereunder, it shall promptly return the Note or Note(s) executed by the Borrowers in its favor. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as a partnership follows: (i) such assigning Lender warrants that it is the legal and not a corporation beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or association warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Borrower or its Subsidiaries or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the Codeother Credit Documents or any other instrument or document furnished pursuant hereto or thereto; and (iii) such transfer assigning Lender and such assignee each represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not cause taking action under this Credit Agreement and the Partnership other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to become a publicly traded partnership take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Code. The General Partner may require an opinion of counsel from Administrative Agent by the assignor terms hereof or transferor confirming (i)thereof, (ii) together with such powers as are reasonably incidental thereto; and (iiivii) above. All costs related to such transfer (including attorney’s fees) shall be borne by assignee agrees that it will perform in accordance with their terms all the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound obligations which by the terms of this Credit Agreement and authorizes the General Partner, should they consent other Credit Documents are required to the admission of the assignee be performed by it as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerLender.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in Any Lender may with the capital or profits of the Partnership without the prior written consent of the General Partner. No transfer Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an "Assignee") all or a portion of Interests may be made without its rights and obligations under this Agreement and the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to ws4E6.tmp 37 another Lender or transfer would not violate the Securities Act an affiliate of 1933 or the laws of any state; another Lender; (ii) notwithstanding any partial assignment shall be in an amount at least equal to $5,000,000.00 and after giving effect to such assignment the assigning Lender retains a Commitment, or transferif the Commitments have been terminated, the Partnership shall continue to be classified as holds a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require Note having an opinion outstanding principal balance, of counsel from the assignor or transferor confirming (i)at least $5,000,000.00, (ii) and (iii) aboveeach such assignment shall be effected by means of an Assignment and Assumption Agreement. All costs related Upon execution and delivery of such instrument and payment by such Assignee to such transfer (including attorney’s fees) transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and deemed to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities obligations of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became Lender with a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except Commitment as set forth in such Assignment and Assumption Agreement, and the preceding sentencetransferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. If Upon the General Partner withholds consentconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an assignee shall not become a substituted Limited Partner and shall not have administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital its respective Affiliates or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnersubsidiaries.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer Lender may assign any or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title its rights and interest in the capital or profits of the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association obligations under the Code; and Facilities Papers to any "ELIGIBLE ASSIGNEE" -- which means (iiia) such transfer shall not cause a commercial bank having total assets in excess of One Billion Dollars ($1,000,000,000) or (b) a finance company, insurance company or other financial institution or fund, acceptable to the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion Agent, that is regularly engaged in making, purchasing or investing in loans and has total assets in excess of counsel from the assignor or transferor confirming One Billion Dollars (i$1,000,000,000), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that each case with the consent of the General Partner Agent and the Company (which consent shall not be unreasonably withheld or delayed); provided that (1) no such assignment shall result in a Lender's having an aggregate Committed Sum of less than Five Million Dollars ($5,000,000), (2) neither the Company nor the Agent shall have any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right obligation to consent to there being more than a total of ten (10) Lenders (a participant is not a Lender), and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth (3) each such assignment shall be substantially in the preceding sentenceform of EXHIBIT F, with the assignor to exchange its Senior Credit Note(s) for new Senior Credit Note(s) and the Eligible Assignee to receive new Senior Credit Note(s) and with the assignor to have no further right or obligation with respect to the rights and obligations assigned to and assumed by the Eligible Assignee. If The Company agrees to cooperate with the General Partner withholds consentprompt execution and delivery of documents reasonably necessary to such assignment process, including the issuance of new Senior Credit Note(s) to the assignor (if retaining an assignee shall not become a substituted Limited Partner interest hereunder) and shall not have any the Eligible Assignee immediately upon delivery to the Company of the rights of a Limited Partnerassignor's Senior Credit Note(s). Upon such assignment, except that the assignee shall be entitled to receive that share a Lender for all purposes under this Agreement and the other Facilities Papers, if the assignment is an assignment of capital or profits and shall have all of the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided assignor's interest in the ActLoan and its security, regardless the assignor shall be automatically released from all of its obligations and liabilities hereunder, and, whether his assignee becomes it is such a substituted Limited Partnercomplete assignment or only a partial assignment, the Committed Sums shall be adjusted appropriately, and the parties agree to approve in writing revised and updated versions of SCHEDULES LC and FS.

Assignments. Each Limited Partner expressly agrees that he will The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby. Borrower may not assignassign its rights and obligations under this Agreement, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his rightportion thereof, title and interest in the capital or profits of the Partnership without the prior written consent of Lender (which shall not be unreasonably withheld or delayed), except that, the General Partner. No transfer of Interests may be made without the written consent of the General PartnerLender shall not be required for an assignment pursuant to a merger or consolidation for which Lender’s consent is not required under Section 5.02(c). No assignment Lender may assign to any Person (each, an “Assignee”) all or transfer will be permitted unless the General Partner is satisfied that: a portion of its rights and obligations under this Agreement (i) the assignment including, but not limited to, all or transfer would not violate the Securities Act of 1933 or the laws a portion of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (iAdvance), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner any such assignment shall not be subject to those liabilities the following conditions: (a) The parties to an assignment shall execute the Assignment and Assumption and deliver a copy of which he was ignorant at such Assignment and Assumption to Borrower. Subject to the time he became delivery of an Assignment and Assumption to Borrower, from and after the effective date specified in such Assignment and Assumption, the Assignee thereunder shall be a substituted Limited Partner party to this Agreement and, to the extent of the interest assigned by such Assignment and which could not Assumption, have the rights and obligations of a Lender under this Agreement, and the assignor Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be ascertained released from the Certificate of Limited Partnership or its obligations under this Agreement. Each Limited Partner agrees Borrower shall maintain a register for the recordation of the names and addresses of the Assignees and the Advances of, and other obligations owing to, each lender pursuant to the terms hereof from time to time (the “Register”). Borrower, Lender, and the Assignees shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes. (b) Any assignment by Lender of rights or obligations under this Agreement that does not comply with this Section 7.06 shall be treated for purposes of this Agreement as a sale by Lender of a participation in such rights and obligations. For the avoidance of doubt, Lender may at any time, without the consent of the General Partner any assignee may become a substituted Limited Partner without the further act of, or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent notice to, Borrower, sell participations to any person Person in all or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any portion of the Lender’s rights of a Limited Partner, except and/or obligations under this Agreement owing to it; provided that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner (i) Lender’s obligations under this Agreement shall remain liable unchanged, (ii) Lender shall remain solely responsible to Borrower hereto for the Partnership as provided performance of such obligations and (iii) Borrower shall continue to deal solely and directly with Lender in the Act, regardless of whether his assignee becomes a substituted Limited Partnerconnection with Lender’s rights and obligations under this Agreement.

Assignments. (a) Each Limited Partner expressly of the Administrative Agent, the Loan Parties and the Liquidity Banks hereby agrees that he will not assignand consents to the complete or partial assignment by Blue Ridge of all or any portion of its rights under, transfer interest in, title to and obligations under this Agreement to the Liquidity Banks pursuant to the Liquidity Agreement. (b) Any Liquidity Bank may at any time and from time to time assign to one or dispose ofmore Eligible Assignees (each, by gift or otherwise, any of his Interest a "PURCHASING LIQUIDITY BANK") all or any part of all of his right, title its rights and interest obligations under this Agreement pursuant to an assignment agreement substantially in the capital or profits form set forth in Exhibit VII (an "ASSIGNMENT AGREEMENT") executed by such Purchasing Liquidity Bank and such selling Liquidity Bank; PROVIDED, HOWEVER, that any assignment of a Liquidity Bank's rights and obligations hereunder shall include a pro rata assignment of its rights and obligations under the Partnership without the written Liquidity Agreement. The consent of Blue Ridge shall be required prior to the General Partnereffectiveness of any such assignment. No transfer Each assignee of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: a Liquidity Bank must (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; be an Eligible Assignee and (ii) notwithstanding agree to deliver to the Administrative Agent, promptly following any request therefor by the Administrative Agent or Blue Ridge, an enforceability opinion in form and substance satisfactory to the Administrative Agent and Blue Ridge. Upon delivery of an executed Assignment Agreement to the Administrative Agent, such assignment or transfer, the Partnership selling Liquidity Bank shall continue to be classified as a partnership released from its obligations hereunder and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing Liquidity Agreement to the General Partnerextent of such assignment. The written notice required by this paragraph Thereafter the Purchasing Liquidity Bank shall specify the name and address of the assignee and the date of assignment, shall include for all purposes be a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Liquidity Bank party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole Liquidity Agreement and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers obligations of a Liquidity Bank hereunder and thereunder to the same extent as if it were an original party hereto and thereto and no further consent or action by Borrower, the Lenders or the Administrative Agent shall be subject to all required. (c) Each of the restrictions and liabilities of his assignor; providedLiquidity Banks agrees that if it shall suffer a Downgrading Event, howeversuch Downgraded Liquidity Bank shall be obliged, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became request of Blue Ridge or the Administrative Agent, to (i) collateralize its Commitment and its Liquidity Commitment in a substituted Limited Partner manner acceptable to the Administrative Agent, or (ii) assign all of its rights and which could not be ascertained from obligations hereunder and under the Certificate Liquidity Agreement to an Eligible Assignee nominated by the Administrative Agent or a Loan Party and acceptable to Blue Ridge and willing to participate in this Agreement and the Liquidity Agreement through the Liquidity Termination Date in the place of Limited Partnership such Downgraded Liquidity Bank; PROVIDED THAT the Downgraded Liquidity Bank receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Liquidity Bank's Pro Rata Share of the Obligations owing to the Liquidity Banks. (d) Except in connection with a Permitted Restructuring, no Loan Party may assign any of its rights or obligations under this Agreement. Each Limited Partner agrees that with Agreement without the prior written consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to Administrative Agent and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any each of the rights of a Limited Partner, except that Lenders and without satisfying the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerRating Agency Condition.

Assignments. Each Limited Partner expressly agrees that he will (a) Borrower shall not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the capital or profits of the Partnership be permitted to assign this Agreement without the prior written consent of the General Partner. No transfer of Interests may Lender (in the event such assignment is to be made without the written consent to an Affiliate of the General PartnerBorrower, such consent not to be unreasonably withheld) and any purported assignment in violation of this Section 13.01 shall be null and void. (b) Lender may at any time assign its rights and obligations hereunder, in whole or in part, to an Assignee and Lender may at any time pledge its rights and obligations hereunder to an Assignee. (c) The parties to each assignment shall execute and deliver to Borrower an Assignment and Acceptance. No Upon the effectiveness of a permitted assignment or transfer will be permitted unless the General Partner is satisfied that: hereunder, (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership each reference in this Agreement to “Lender” shall continue be deemed to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership reference to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i)and the assignee to the extent of their respective interests, (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) assignee shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers obligations of a Lender and (iii) the assignor shall be subject released from its obligations hereunder to a corresponding extent of the assignment, and no further consent or action by any party shall be required. (d) In the event there are multiple Lenders, all payments of principal, interest, fees and any other amounts payable pursuant to the restrictions Loan Documents shall be allocated on a pro rata basis among the Lenders according to their proportionate interests in the Loan. (e) Borrower and liabilities of his assignor; providedthe Lender shall, however, that a substituted Limited Partner shall not be subject from time to those liabilities of which he was ignorant time at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent request of the General Partner other party hereto, execute and deliver any assignee may become documents that are necessary to give full force and effect to an assignment permitted hereunder, including a substituted Limited Partner without new Note in exchange for the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in Note held by the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerLender.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in Any Lender may with the capital or profits of the Partnership without the prior written consent of the General Partner. No transfer Administrative Agent and, so long as no Default or Event of Interests may Default exists, the Borrower (which consent, in each case, shall not be made without 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 5 Business Days after having received notice thereof) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its Commitment and its other rights and obligations under this Agreement and the Notes; provided, however, that (i) no such consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 Borrower or the laws Administrative Agent shall be required in the case of any state; (ii) notwithstanding such assignment to another Lender or transfer, the Partnership shall continue to be classified as any affiliate of a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i)Lender, (ii) any partial assignment shall be in an amount at least equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof and after giving effect to such assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated, holds Notes having an aggregate outstanding principal balance, of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof, (iii) above. All costs related if the assigning Lender (or its Affiliate) is a Specified Derivatives Provider and if after giving effect to such transfer assignment such Lender will hold no further Loans or Commitments under this Agreement, such Lender shall undertake such assignment only contemporaneously with an assignment by such Lender (including attorney’s feesor its Affiliate, as the case may be) of all of its Specified Derivatives Contracts to the Assignee or another Lender (or Affiliate thereof) and (iv) each such assignment shall be borne effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the assignor/transferor. If an assignmentpurchase price agreed between such transferor Lender and such Assignee, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and such Assignee shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and deemed to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all obligations of a Lender with a Commitment and/or Loans, as the restrictions and liabilities of his assignor; providedcase may be, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in such Assignment and Assumption Agreement, and the preceding sentencetransferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. If Upon the General Partner withholds consentconsummation of any assignment pursuant to this subsection (c), an assignee the transferor Lender, the Administrative Agent and the Borrower shall not become a substituted Limited Partner make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall not have update Schedule I attached hereto. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital its respective affiliates or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerSubsidiaries.

Assignments. Each Limited Partner expressly agrees that he will (a) Borrower shall not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the capital or profits of the Partnership be permitted to assign this Agreement without the prior written consent of the General Partner. No transfer Lender and any purported assignment in violation of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s feesthis Section 13.01(a) shall be borne by null and void. (b) Lender may at any time assign all its rights and obligations hereunder in whole or in part (each an “Assignee”); provided, however, that to the assignor/transferor. If an assignmentextent rights and obligations hereunder are assigned to more than one Assignee, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and Agent shall be supported by proof designated as the agent of legal authority as may reasonably all Assignees and any and all obligations of Borrower under this Agreement shall thereafter be requested by coordinated through such agent so that Borrower shall not be required to perform its obligations hereunder for, or on behalf of, multiple Assignees. (c) The parties to each assignment shall execute and deliver to Borrower a written instrument of assignment in the General Partner. Any request for assignment or transfer shall be form set forth in writing to Exhibit R, containing the General Partner. The written notice required by this paragraph shall specify the name and address agreement of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement (an “Assignment and authorizes Acceptance”). Upon the General Partnereffectiveness of a permitted assignment hereunder, should they consent (i) each reference in this Agreement to “Lender” shall be deemed to be a reference to the admission of assignor and the assignee as to the extent of their respective interests, (ii) such assignee shall be a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers obligations of a Lender and (iii) the assignor shall be released from its obligations hereunder to a corresponding extent of the assignment, and no further consent or action by any party shall be required. (d) In the event there are multiple Lenders, all payments of principal, interest, fees and any other amounts payable pursuant to the Loan Documents shall be allocated on a pro rata basis among the Lenders according to their proportionate interests in the Loan. (e) Borrower shall, from time to time at the request of the Lender, execute and deliver any documents that are necessary to give full force and effect to an assignment permitted hereunder, including a new Note in exchange for the Note held by the Lender. (f) Except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Loan, the amount of the Loan of the assigning Lender subject to all each such assignment (determined as of the restrictions date the Assignment and liabilities of his assignor; provided, however, that a substituted Limited Partner Acceptance with respect to such assignment is delivered to Borrower) shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees less than [*****] unless Borrower otherwise consents, provided that with the no such consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee Borrower shall be entitled to receive that share of capital or profits required if a Default has occurred and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partneris continuing.

Assignments. Each Limited Partner expressly agrees that he will not assign(a) Lender may at any time assign to one or more Persons (any such Person, transfer or dispose of, by gift or otherwise, any of his Interest an “Assignee”) all or any part portion of all of his rightits Loans and Commitments, title and interest in with the capital or profits of the Partnership without the prior written consent of Borrowers, so long as no Event of Default exists (which consent shall not be unreasonably withheld or delayed and shall not be required for an assignment by Lender to an Affiliate of Lender). Borrowers shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless Borrowers have expressly objected to such assignment within three Business Days after notice thereof. (b) From and after the General Partner. No transfer of Interests may be made without date on which the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: conditions described above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to an assignment or transfer would not violate agreement between Lender and the Securities Act Assignee, shall have the rights and obligations of 1933 or the laws of any state; Lender hereunder and (ii) notwithstanding Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Assignee (and, as applicable, Lender) pursuant to an effective assignment agreement, Borrowers shall execute and deliver to the Assignee (and, as applicable, Lender) a Note in the principal amount of the Assignee’s pro rata share of the Revolving Commitment (and, as applicable, a Note in the principal amount of the pro rata share of the Revolving Commitment retained by Lender). Each such Note shall be dated the effective date of such assignment. Upon receipt by Lender of such Note, Lender shall return to Borrowers any prior Note held by it. (c) Lender may at any time pledge or transferassign a security interest in all or any portion of its rights under this Agreement to secure obligations of Lender, the Partnership including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 14.13.1 shall continue not apply to be classified any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release Lender from any of its obligations hereunder or substitute any such pledgee or assignee for Lender as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnerparty hereto.

Assignments. Each Limited Partner expressly agrees that he will not assignThe Lender may, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in with the capital or profits of the Partnership without the written consent of the General Partner. No transfer Borrower (which consent shall not be unreasonably withheld or delayed), assign all or a portion of Interests may be made without its rights and obligations under this Agreement (including, the written Lender’s Commitment (or any portion or element thereof), the Loans, the Note and other Obligations) to one or more commercial banks, insurance companies, funds or other financial institutions with the Required Ratings; provided that the consent of the General Partner. No Borrower for any assignment or transfer will shall not be permitted unless the General Partner is satisfied that: required if (i) (A) a Default or an Event of Default is continuing or (B) an Event of Default has occurred within the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding 60-day period preceding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) even if such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion Event of counsel from the assignor or transferor confirming (iDefault is no longer continuing), (ii) and such assignment is (A) to an Affiliate of the Lender or (B) to another Person who at the time of such assignment already is a party to this Agreement as the Lender or (iii) above. All costs related such assignment is made to an Approved Selling Institution (it being agreed that the Borrower shall have review and approval rights over the documents relating to such transfer assignment). No assignment pursuant to the immediately preceding sentence to an institution other than another Lender shall be in an aggregate amount less than (including attorney’s feesunless the entire Commitment and outstanding Loans of the assigning Lender is so assigned) $5,000,000. If the Lender so sells or assigns all or a part of its rights hereunder or under the Note, any reference in this Agreement or the Note to the Lender shall thereafter refer to the Lender and to its respective assignee to the extent of their respective interests and such assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights and benefits as it would if it were such assigning Lender. Each assignment pursuant to this Section 8.05(b) shall be borne effected by the assignor/transferorassigning Lender and the assignee Lender executing an Assignment Agreement (an “Assignment Agreement”), which Assignment Agreement shall be substantially in the form of Exhibit C (appropriately completed). If an assignmentAt the time of any assignment pursuant to this Section 8.05(b), transfer or disposition occurs by reason this Agreement shall be deemed to be amended to reflect the Commitment of the death of respective assignee (which shall result in a Limited Partner or assignee, written notice may be given by direct reduction to the duly authorized representative Commitment of the estate of assigning Lender) and the Limited Partner or assignee and Borrower shall be supported by proof of legal authority as may reasonably be if requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice or assigning Lender issue new Notes to the General Partner upon any subsequent assignment respective assignee and to the assigning Lender in conformity with the requirements of Section 3.02 (Note). To the extent of any assignment pursuant to this Section 8.05(b), the assigning Lender shall be bound by relieved of its obligations hereunder with respect to its assigned Commitment. In connection with any such assignment, the terms of this Agreement Lender and authorizes the General Partner, should they consent Borrower agree to the admission of the assignee as a substituted Limited Partner, to sign execute such assignee’s name documents (including amendments to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisableother Credit Documents) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject reasonably necessary to all effect the restrictions and liabilities foregoing. Nothing in this Agreement shall prevent or prohibit the Lender from pledging the Note or Loans to a Federal Reserve Bank in support of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at borrowings made by the time he became a substituted Limited Partner and which could not be ascertained Lender from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnersuch Federal Reserve Bank.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest In the event the Lender shall assign all or any part portion of all of his right, title its Commitment and interest outstanding Advances to another financial institution as provided in the capital or profits Section 8.07 of the Partnership without Existing Credit Agreement as incorporated by reference herein, then notices and payments to the written consent of the General Partner. No transfer of Interests may assignee hereunder shall be made without the written consent of the General Partner. No assignment given or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related sent to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer addresses or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority accounts as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall specify in one or more notices to the Borrower and, if such assignment shall be entitled a partial assignment, to receive that share the Lender. In the event of capital a partial assignment by the Lender of its Commitment and outstanding Advances, then (a) each of the Lender and its assignee shall be a “Lender” hereunder with a “Commitment” equal to the portion of the original Commitment retained by or profits assigned to it and shall have the right rights and obligations of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable a Lender with respect to the Partnership Commitment and Advances held by it; (b) all provisions of the Existing Credit Agreement related to the making of payments and the furnishing of notices by, to or through the Agent, the making of determinations and granting of approvals by the Agent and the duties, indemnification, reimbursement and exculpation of the Agent, or otherwise benefitting the Agent (including, without limitation, Article VII of the Existing Credit Agreement), shall without further act be incorporated by reference herein mutatis mutandis notwithstanding any other provision herein to the contrary, and all references in such incorporated provisions to “Citibank” in its capacity as provided Agent shall be deemed to be references to the original Lender, which shall for all purposes constitute and perform the duties of the Agent for itself and the other Lender or Lenders under this Agreement (but shall receive no fee from the Borrower for performing such duties); (c) the reference to the “Lender” in the Act, regardless definition of whether his assignee becomes a substituted Limited Partner.Eurodollar Rate shall be deemed to refer to the Agent and (d) Section 2.18 of the Existing Credit Agreement shall without further act be incorporated by reference herein mutatis mutandis. [The remainder of this page is intentionally left blank]

Assignments. Each Limited Partner expressly agrees that he will The Borrower may not assign, transfer assign its rights or dispose of, by gift obligations hereunder or otherwise, any of his Interest or any part of all of his right, title and interest in under the capital or profits of the Partnership Notes without the written prior consent of the General PartnerLender in its sole discretion (or, if multiple Lenders, the Lenders in respect of a majority in aggregate principal amount of Advances outstanding with respect to the Class A Notes or the Class B Notes, as the case may be). No transfer of Interests The Lender may be made without assign to any commercial lending or financial institution familiar with the written consent asset-backed securities market (each, an "Assignee"), all or any portion of the General Partner. No Advances and the Notes; provided that any assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason portion of the death of a Limited Partner or assignee, written notice may be given by Advances and the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer Notes shall be in writing to an amount not less than the General PartnerMinimum Assignment Denomination. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described Upon written notice to the General Partner upon any subsequent Borrower of an assignment in accordance with the preceding sentence (which notice shall identify the Assignee and the amount and the identity of the Advances and Notes assigned), the Assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment), the obligations, rights and benefits of the Lender hereunder with respect to the Advances assigned to it. For all purposes of this Agreement, the Assignee shall, so long as the Advances assigned to such Assignee remain unpaid, be bound by entitled to the terms rights and benefits of this Agreement and authorizes the General Partner, should they consent with respect to the admission Advances assigned to it as if (and the Borrower shall be directly obligated to such Assignee under this Agreement as if) such Assignee were the "Lender" for purposes of this Agreement. Accordingly, unless otherwise provided, whenever any action, waiver, notice or consent is to be provided to or by the Lender as herein specified, such action, waiver, notice or consent shall (unless otherwise expressly specified herein) also be provided to or by each Assignee. The Lender shall provide notice of each assignment to the Collateral Agent, the Borrower and the Servicer; provided that failure to provide such notice shall not affect the validity of any assignment. Notwithstanding the provisions of this Section 9.01, no assignment of an interest in an Advance to an entity outside the United States of America shall be effective unless the prospective Assignee thereof certifies to the Borrower and Monaco that payments to it in respect of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor Advances will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities withholding taxes imposed by any Governmental Authority in the United States of which he was ignorant at the time he became a substituted Limited Partner and which could America or any political subdivision or taxing authority thereof or therein or that if it is subject to such withholding taxes it will not be ascertained seek reimbursement or grossup from the Certificate of Limited Partnership Borrower or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerMonaco.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his LENDER shall have the unrestricted right, title and interest in the capital at LENDER's expense, at any time or profits of the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transferfrom time to time, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written on prior notice to the General Partner upon BORROWERS but without the need for any subsequent assignment BORROWER's consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each, an "ASSIGNEE"), and each BORROWER agrees that it shall execute, or cause to be bound by the terms of this Agreement and authorizes the General Partnerexecuted, should they consent to the admission of the assignee as a substituted Limited Partnersuch documents, to sign such assignee’s name including without limitation, amendments to this Agreement and to an amendment any other documents, instruments and agreements executed in connection herewith as LENDER shall deem necessary to effect the Partnership’s Certificate foregoing. In addition, at the request of Limited Partnership (should LENDER and any such an amendment Assignee, the applicable BORROWER shall issue one or more new promissory notes, as applicable, to any such Assignee and, if LENDER has retained any of its rights and obligations hereunder following such assignment, to LENDER, which new promissory notes shall be advisable) as issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by LENDER prior to such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt assignment and shall reflect the amount of the above described notice or waive respective commitments and loans held by such Assignee and LENDER after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any defect therein. No assigneeother documentation required by LENDER in connection with such assignment, except upon consent and the payment by Assignee of the General Partner (which consent may purchase price agreed to by LENDER, and such Assignee, such Assignee shall be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole a party to this Agreement and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all of the rights and powers obligations of LENDER hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by LENDER pursuant to the assignment documentation between LENDER and such Assignee, and LENDER shall be subject released from its obligations hereunder and thereunder to all a corresponding extent. Nothing in the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner foregoing shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner increase any assignee may become a substituted Limited Partner without the further act or consent financial obligation of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerBORROWER hereunder.

Assignments. (a) Each Limited Partner expressly of the Agents, the Letter of Credit Issuer, the Loan Parties and the Committed Lenders hereby agrees that he will not assignand consents to the complete or partial assignment by each Conduit of all or any portion of its rights under, transfer interest in, title to and obligations under this Agreement to the Committed Lenders in its Conduit Group pursuant to its Liquidity Agreement. (b) Any Lender may at any time and from time to time assign to one or dispose ofmore Eligible Assignees (each, by gift or otherwise, any of his Interest a “Purchasing Lender”) all or any part of all of his right, title its rights and interest obligations under this Agreement pursuant to an assignment agreement substantially in the capital or profits form set forth in Exhibit V hereto (an “Assignment Agreement”) executed by such Purchasing Lender and such selling Lender; provided, however, that any assignment of a Lender’s rights and obligations hereunder shall include a pro rata assignment of its rights and obligations under the Partnership without the written applicable Liquidity Agreement (if any). The consent of the General Partnerapplicable Conduit shall be required prior to the effectiveness of any such assignment by a Lender in such Conduit’s Conduit Group. No transfer Each assignee of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: a Lender must (i) be (x) an Eligible Assignee or (y) an assignee with respect to which Borrower and the assignment Letter of Credit Issuer has provided prior written consent (such consent not to be unreasonably withheld or transfer would not violate the Securities Act of 1933 or the laws of any state; delayed) and (ii) notwithstanding agree to deliver to the applicable Co-Agent, as the case may be, promptly following any request therefor by such assignment or transferPerson, the Partnership shall continue to be classified as a partnership an enforceability opinion in form and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related substance satisfactory to such transfer (including attorney’s fees) Person. Upon delivery of an executed Assignment Agreement to the applicable Co-Agent, such selling Lender shall be borne by the assignor/transferor. If an assignmentreleased from its obligations hereunder and, transfer or disposition occurs by reason of the death of a Limited Partner or assigneeif applicable, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing under its Liquidity Agreement to the General Partnerextent of such assignment. The written notice required by this paragraph Thereafter the Purchasing Lender shall specify the name and address of the assignee and the date of assignment, shall include for all purposes be a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and, if applicable, its Conduit Group’s Liquidity Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers obligations of a Lender hereunder and thereunder to the same extent as if it were an original party hereto and thereto and no further consent or action by Borrower, the Lenders or the Agents shall be subject required. (i) Notwithstanding anything to the contrary contained herein, each of the Committed Lenders agrees that in the event that it shall become a Defaulting Lender, then until such time as such Committed Lender is no longer a Defaulting Lender, to the extent permitted by applicable law, such Defaulting Lender’s right to vote in respect of any amendment, consent or waiver of the terms of this Agreement or any other Transaction Document or to direct any action or inaction of the Administrative Agent or to be taken into account in the calculation of the Required Committed Lenders shall be suspended at all the restrictions and liabilities of his assignortimes that such Committed Lender remains a Defaulting Lender; provided, however, that, except as otherwise set forth in this Section 12.1(c), the foregoing suspension shall not empower Lenders that are not Defaulting Lenders to increase a substituted Limited Partner Defaulting Lender’s Commitment, decrease the rate of interest or fees applicable to, or extend the maturity date of such Defaulting Lender’s Advances or other Obligations owing to such Lender, in each case, without such Lender’s consent. No Commitment of any Committed Lender shall be increased or otherwise affected, and except as otherwise expressly provided in this Section 12.1(c), performance by the Borrower of its obligations hereunder and under the other Transaction Documents shall not be excused or otherwise modified, as a result of the operation of this Section 12.1(c). (i) To the extent that any Committed Lender is a Defaulting Lender with respect to an Advance, the Borrower may deliver a notice to the Lenders specifying the date of such Advance, the identity of the Defaulting Lender and the portion of such Advance that the Defaulting Lender failed to fund, which notice shall be deemed to be an additional Borrowing Notice in respect of such unfunded portion of such Advance, and each Committed Lender (or its related Conduit, if applicable, and acting in its sole discretion) shall, to the extent of its remaining unfunded Commitment and subject to those liabilities the continued fulfillment of all applicable conditions precedent set forth herein with respect to such Advance, fund its Percentage (recomputed by excluding the Commitment of Defaulting Lenders from the Aggregate Commitment) of such unfunded portion of such Advance not later than 2:30 p.m. (New York City time) on the Business Day following the date of such notice. To the extent that any Committed Lender is a Defaulting Lender on any date that the Letter of Credit Liability is greater than zero, each Committed Lender shall, automatically and without further action of any kind upon such date, acquire an increased participation interest in the Letters of Credit outstanding, along with all accompanying rights and obligations described in Section 1.7, equal to the lessor of (x) its Percentage (recomputed by excluding the Commitment of Defaulting Lenders from the Aggregate Commitment) of such Defaulting Lender’s Percentage of the Letter of Credit Liability and (y) its remaining unfunded Commitment. (ii) Until the Defaulting Lender Excess of a Defaulting Lender has been reduced to zero, any payment of the principal of any Loan to a Defaulting Lender shall, unless the Required Committed Lenders agree otherwise, be applied first (1) ratably, to the reduction of the Loans or L/C Participation Funding(s) funding any defaulted portion of Advances or L/C Participation Funding(s) pursuant to Section 12.1(c)(ii) and then (2) ratably to reduce the Loans of each of the Lenders that are not Defaulting Lenders in accordance with the principal amount (if any) thereof. Subject to the preceding sentence, any amount paid by or on behalf of the Borrower for the account of a Defaulting Lender under this Agreement or any other Transaction Document will not be paid or distributed to such Defaulting Lender, but will instead be applied to the making of payments from time to time in the following order of priority until such Defaulting Lender has ceased to be a Defaulting Lender as provided below: first, to the funding of any portion of any Advance or L/C Participation Funding(s) in respect of which he was ignorant such Defaulting Lender has failed to fund as required by this Agreement, as determined by the Administrative Agent; second, held in a segregated subaccount of the Collection Account as cash collateral for future funding obligations of the Defaulting Lender in respect of Advances or L/C Participation Funding(s) under this Agreement; and third, after the termination of the Commitments and payment in full of all Obligations, to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct. (iii) During any period that a Committed Lender is a Defaulting Lender, the Borrower shall not accrue or be required to pay, and such Defaulting Lender shall not be entitled to receive, the Unused Fee (as defined in the Fee Letter) otherwise payable to such Defaulting Lender under this Agreement at any time, or with respect to any period, that such Committed Lender is a Defaulting Lender. (iv) During any period that a Committed Lender is a Defaulting Lender, the Borrower may, by giving written notice thereof to the Administrative Agent and such Defaulting Lender, require such Defaulting Lender, at the time he became a substituted Limited Partner cost and expense of the Borrower, to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, this Article XII), (i) all and not less than all of its interests, rights and obligations under this Agreement and the Transaction Documents to an assignee or assignees that shall assume such obligations (which could not assignee may be ascertained from another Lender, if such other Lender accepts such assignment) in whole or (ii) all of its interests, rights and obligations under this Agreement and the Certificate Transaction Documents with respect to all prospective Commitments, including any unfunded Commitment as of Limited Partnership the date of such assignment. No party hereto shall have any obligation whatsoever to initiate any such complete or this partial replacement or to assist in finding an assignee. In connection with any such complete or partial assignment, such Defaulting Lender shall promptly execute all documents reasonably requested to effect such assignment, including an appropriate Assignment Agreement. Each Limited Partner agrees No such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, (A) to the extent that the assignee is assuming all of the interests, rights and obligations of the Defaulting Lender, the parties to the assignment shall make such additional payments in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of the General Partner Borrower and the Administrative Agent, the applicable Percentage of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Borrower or any Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) the Loans made by such Defaulting Lender or members of such Defaulting Lender Group, as applicable, (B) to the extent that the assignee may become a substituted Limited Partner without is assuming all of the further act interests, rights and obligations of the Defaulting Lender, such Defaulting Lender or consent members of such Defaulting Lender Group, as applicable, shall have received payment of an amount equal to all of its Loans outstanding, accrued interest thereon, accrued fees (subject to Section 12.1(c)(iv)) and all other amounts, including any Breakage Costs, payable to it and its Affected Entities hereunder and the other Transaction Documents through (but excluding) the date of such assignment from the assignee or the Borrower, and (C) such assignment does not conflict with applicable law. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Limited Partner. Each Limited Partner agrees Defaulting Lender 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 Lender for all purposes of this Agreement until such compliance occurs. (v) If the Borrower, Servicer, and the Administrative Agent agree in writing in their discretion that he or she has a Committed Lender that is a Defaulting Lender should no right longer be deemed to consent to be a Defaulting Lender, the Administrative Agent will so notify the Lenders and will not consent the Co-Agents, whereupon as of the effective date specified in such notice and subject to any person conditions set forth therein, such Committed Lender will, to the extent applicable, purchase such portion of outstanding Advances of the other Lenders and make such other adjustments as the Administrative Agent may reasonably determine to be necessary to cause the interest of the Lenders in the Aggregate Principal to be on a pro rata basis in accordance with their respective Percentages, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or entity becoming payments made by or on behalf of the Borrower or forfeited pursuant to Section 12.1(c)(iv), while such Committed Lender was a substituted Limited PartnerDefaulting Lender; and provided further that, except to the extent otherwise expressly agreed by the affected parties, no cure by a Committed Lender under this subsection of its status as set forth a Defaulting Lender will constitute a waiver or release of any claim or any party hereunder arising from such Committed Lender having been a Defaulting Lender. (vi) The rights and remedies of the Borrower, any Agent or the other Lenders against a Defaulting Lender under this Section 12.1(c) are in addition to any other rights and remedies the preceding sentence. If Borrower, the General Partner withholds consentAgents and the other Lender may have against such Defaulting Lender under this Agreement, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of other Transaction Documents, applicable law or otherwise. (vii) Any Committed Lender that fails to timely fund a Limited Partner, except that the assignee Loan shall be entitled obligated to receive that share promptly (but in any event not later than 10:00 a.m. (New York City time) on the Business Day after the date of capital the related Advance) notify the Borrower and the Administrative Agent if any such failure is the result of an administrative error or profits and shall have the right omission by such Committed Lender or force majeure, computer malfunction, interruption of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable communication facilities, labor difficulties or other causes, in each case to the Partnership as provided in extent beyond such Committed Lender’s reasonable control. If (i) the ActAdministrative Agent had been notified by the Borrower or the affected Committed Lender that a Committed Lender has failed to timely fund a Loan, regardless (ii) a Responsible Officer of whether his assignee becomes the Administrative Agent has actual knowledge or has written notice that such Committed Lender is the subject of an Event of Bankruptcy or has publicly announced that it does not intend to comply with its funding obligations under this Agreement or (iii) the Administrative Agent had been notified by the affected Committed Lender that a substituted Limited PartnerCommitted Lender has failed timely to deliver the written confirmation contemplated by clause (a)(iii) of the definition of “Defaulting Lender”, the Administrative Agent shall promptly provide notice to the Borrower and the Co-Agents of such occurrence. (d) No Loan Party may assign any of its rights or obligations under this Agreement without the prior written consent of each of the Agents and each of the Lenders and without satisfying the Rating Agency Condition, if applicable.

Assignments. Each Limited Partner expressly The Lender shall have the unrestricted right at any time or from time to time, and without the Borrower's consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each, an "ASSIGNEE"), and the Borrower agrees that he will not assignit shall execute, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the capital or profits of the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue cause to be classified as a partnership and not a corporation or association under the Code; and (iii) executed, such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i)documents, (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignmentwithout limitation, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name amendments to this Agreement and to an amendment any other documents, instruments and agreements executed in connection herewith as the Lender shall deem necessary to effect the foregoing. In addition, at the request of the Lender and any such Assignee, the Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if bank has retained any of its rights and obligations hereunder following such assignment, to the Partnership’s Certificate of Limited Partnership (should Lender, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by the Lender prior to such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt assignment and shall reflect the amount of the above described notice or waive respective commitments and loans held by such Assignee and the Lender after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments and any defect therein. No assigneeother documentation required by the Lender in connection with such assignment, except upon consent and the payment by the Assignee of the General Partner (which consent may purchase price agreed to by the Lender and such Assignee, such Assignee shall be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole a party to this Agreement and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all of the rights and powers obligations of the Lender hereunder (and under all of the other Financing Documents) to the extent that such rights and obligations have been assigned by the Lender pursuant to the assignment documentation between the Lender and such Assignee, and the Lender shall be subject released from its obligations hereunder and thereunder to a corresponding extent. In addition to the foregoing assignments permitted under this subsection, the Lender may at any time pledge all or any portion of its rights under this Agreement and the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject other Financing Documents to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent any Federal Reserve Bank as collateral security pursuant to Regulation A of the General Partner Board of Governors and any assignee may become a substituted Limited Partner without Operating Circular issued by the further act or consent of any Limited PartnerFederal Reserve Bank. Each Limited Partner agrees that he or she has no right to consent to No such assignment shall release the Lender from its obligations under this Agreement and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnerother Financing Documents.

Assignments. Each Limited Partner expressly agrees that he will (i) The Borrower may not assign, transfer or dispose of, by gift or otherwise, assign any of his Interest its rights or any part of all of his right, title and interest in obligations under the capital or profits of the Partnership Loan Documents without the prior written consent of (A) in the General Partner. No transfer case of Interests the Loan Documents referred to in Section 9.07, the Agent and (B) in the case of any of the other Loan Documents, each Bank, and no assignment of any such obligation shall release the Borrower therefrom unless the Agent or each Bank, as applicable, shall have consented to such release in a writing specifically referring to the obligation from which the Borrower is to be released. (ii) Each Bank may from time to time assign any or all of its rights and obligations under the Loan Documents to one or more Persons, without the consent of the Borrower; provided that, except in the case of the grant of an assignment to a Federal Reserve Bank (which may be made without the written consent of the General Partner. No condition or restriction), no such assignment or transfer will shall be permitted effective unless the General Partner is satisfied that: (iA) the assignment is consented to by (unless an Event of Default specified in Sections 16(g) or transfer would 16(h) of the Lease exists) the Agent, (B) the assignment is to a Bank or an Eligible Assignee or an Affiliate of a Bank or an Eligible Assignee or is consented to by the Borrower (unless an Event of Default exists), which consent shall not violate be unreasonably withheld, (C) in the Securities Act case of 1933 a partial assignment, after giving effect thereto, the aggregate amount of the Commitment and the outstanding principal amount of the Loans of both the assignor and the assignee shall be not less than $5,000,000, (D) the assignment shall involve the assignment of a fixed percentage of all of the assignor's rights and obligations under the Loan Documents, (E) a Notice of Assignment with respect the assignment, duly executed by the assignor and the assignee, shall have been given to the Borrower and the Agent, (F) in the case of an assignment of a Registered Note, such Registered Note shall have been surrendered for registration of assignment duly endorsed by (or accompanied by a written instrument of assignment duly executed by) the laws Registered Holder and such assignment shall have been recorded on the Register and (G) except in the case of an assignment by the Bank that is the Agent, the Agent shall have been paid an assignment fee of $3,500. Upon any effective assignment, the assignor shall be released from the obligations so assigned and, in the case of an assignment of all of its Loans and Commitment, shall cease to be a Bank. In the event of any state; (ii) notwithstanding such effective assignment or transferby a Bank, the Partnership shall continue Borrower shall, against (except in the case of a partial assignment) receipt of the existing Note of the assignor Bank, issue a new Note to be classified as a partnership and not a corporation or association under the Code; andassignee Bank. (iii) such transfer shall not cause Notwithstanding anything to the Partnership contrary contained herein, any Bank (a "Granting Bank") may grant to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming special purpose funding vehicle (ia "SPC"), (ii) and (iii) above. All costs related identified as such in writing from time to such transfer (including attorney’s fees) shall be borne time by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing Granting Bank to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partner.the

Assignments. Each Limited Partner expressly agrees (a) Subject to Section 12.14, the Lenders collectively or individually may assign to one or more Assignees all or a portion of their respective rights and obligations under this Agreement (an undivided portion thereof corresponding to the portion of the Commitment being assigned) by way of Assignment. The parties to each such Assignment shall execute and deliver an Assignment Agreement in the form set out in Schedule 4 to the Borrower, and to the Administrative Agent for its consent and recording in the Register and, except in the case of an Assignment by the Lenders collectively or an Assignment by a Lender to an affiliate of that he will not assignLender, transfer shall pay a processing and recording fee of Three Thousand, Five Hundred Canadian Dollars (Cdn.$3,500) to the Administrative Agent. After such execution, delivery, consent and recording the Assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it, have the rights and obligations of a Lender hereunder and the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement, other than obligations in respect of which it is then in default and liabilities arising from its actions prior to the Assignment, and, in the case of an Assignment Agreement covering all or dispose ofthe remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto. The Lenders agree that, provided that no Event of Default under this Agreement or the Trust Indenture has occurred, no assignment shall be made which would result in any increased costs to the Borrower. (b) The agreements of an Assignee contained in an Assignment Agreement shall benefit the assigning Lender thereunder, the other Lenders, the Administrative Agent and the Borrower in accordance with the terms of the Assignment Agreement. (c) The Administrative Agent shall maintain at its address referred to herein a copy of each Assignment Agreement delivered and consented to by the Lender and, where required, by gift or otherwise, any the Borrower and a register for recording the names and addresses of his Interest or any part the Lenders and the Commitment of all of his right, title and interest each Lender from time to time (the “Register”). The entries in the capital or profits Register shall be conclusive and binding for all purposes, absent manifest error. The Borrower, the Administrative Agent and each of the Partnership without Lenders may treat each Person whose name is recorded in the written consent Register as a Lender hereunder for all purposes of this Agreement, and need not recognize any Person as a Lender unless it is recorded in the General PartnerRegister as a Lender. No transfer The Register shall be available for inspection by any Lender or the Borrower at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of Interests may be made without an Assignment Agreement executed by an assigning Lender and an Assignee and approved by the written consent of Administrative Agent, and, where required, by the General Partner. No assignment or transfer will be permitted unless Borrower, the General Partner Administrative Agent shall, if the Assignment Agreement has been completed and is satisfied that:in the required form with such immaterial changes as are acceptable to the Administrative Agent: LEGAL_1:60252742.8 (i) record the assignment or transfer would not violate information contained therein in the Securities Act of 1933 or the laws of any state;Register; and (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written give prompt notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing thereof to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee other Lenders and the date Borrower, and provide them with an updated version of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerSchedule 5.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the capital or profits of the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner Bank may, in the ordinary course of its sole discretion----------- business and in accordance with applicable law, waive receipt of the above described notice or waive at any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate time assign to any Bank or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; providedaffiliate thereof or, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner Agent, which consent shall not be unreasonably withheld, to any assignee may become other Person (each an "Assignee") all or any part of its Credit Exposure, in a substituted Limited Partner without minimum amount of $5,000,000. The Borrower, the further act or consent Agent and the Banks agree that to the extent of any Limited Partner. Each Limited Partner agrees that he or she has no right assignment the Assignee shall be deemed to consent to have the same rights and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in benefits under the preceding sentence. If Loan Documents and the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the same rights of setoff and obligation to share pursuant to Section 9.7 as it would have had if it were a Limited Partner, except Bank hereunder; provided that the assignee Borrower and the Agent shall be entitled to receive that share continue to deal solely and directly with the assignor Bank in connection with the interests so assigned to the Assignee unless and until (i) written notice of capital or profits such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable given to the Partnership as provided Borrower and the Agent by such Bank and the Assignee; (ii) such Bank and its Assignee shall have delivered to the Borrower and the Agent (A) an Assignment and Acceptance in the Actform of Exhibit G (an "Assignment and Acceptance") together with delivery to the Borrower of any Note or Notes subject to such Assignment and (B) if applicable to the Assignee, regardless the forms required to be delivered pursuant to Section 2.20(b); and (iii) such Bank shall have paid to the Agent, for its own account, an assignment fee of whether his assignee becomes $3000. Any such assignment requiring the approval of the Agent shall also require the approval of the Borrower (such approval not to be unreasonably withheld or delayed), provided that the Borrower's failure to approve or disapprove such assignment within five days after receiving written notice hereof shall be deemed approval by the Borrower of such assignment, and provided further that no such approval from the Borrower shall be required during the continuation of an Event of Default. Notwithstanding any provision to the contrary contained herein, no Bank may assign any part of its Credit Exposure or Commitment or other rights or obligations of such Bank to any Person which is a substituted Limited PartnerCompetitor.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer Lender may at any time assign to one or dispose of, by gift more Eligible Assignees (each an “Assignee”) all or otherwise, any a portion of his Interest or any part of all of his right, title its rights and interest in the capital or profits of the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association obligations under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General PartnerNotes. Upon the consummation of any such assignment, should they consent Assignee shall be deemed to the admission of the assignee as be a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers obligations of a Lender and the transferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this subsection (c), the transferor Lender and the Borrower shall make appropriate arrangements so the new Notes are issued to the Assignee and such transferor Lender, as appropriate, and shall update Schedule I attached hereto. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to Borrower, or any of its respective affiliates or Subsidiaries. Lender, acting for this purpose as an agent of Borrower, shall maintain at one of its offices a copy of each assignment delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be subject conclusive, and Borrower and the Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all the restrictions and liabilities purposes of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement, notwithstanding notice to the contrary. Each Limited Partner agrees The Register shall be available for inspection by Borrower and Lender at any time and from time to time upon reasonable prior notice. The obligations of Borrower under the Loan Documents are registered obligations and the right, title and interest of Lender and its Assignees in and to such obligations shall be transferable only upon notation of such transfer in the Register. This Section 13.12(c) shall be construed so that with such obligations are at all times maintained in “registered from” within the consent meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the General Partner Internal Revenue Code and any assignee may become a substituted Limited Partner without the further act related regulations (and any other relevant or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any successor provisions of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital Internal Revenue Code or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnersuch regulations).

Assignments. (a) Each Limited Partner expressly agrees that he will not assignLender may, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the capital ordinary course of its business and in accordance with applicable law, at any time assign to one or profits more banks or other financial institutions in the United States approved in writing by the Borrower and each other Lender (each referred to as an "Eligible Assignee") within 10 days of notice to the Partnership Borrower and the Lenders by such Lender of such assignment (which such approval shall not be unreasonably withheld) all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, its Commitment and all Advances owing to it) pursuant to an assignment and acceptance agreement in the written consent of form attached hereto as Schedule 9.3 (each referred to as an "Assignment and Acceptance"). Notwithstanding the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: foregoing, (i) the Borrower shall not have any right to approve an assignee or receive notice of assignment or transfer would not violate under this Section 9.3, after the Securities Act occurrence and continuance of 1933 or the laws an Event of any state; Default, and (ii) notwithstanding the Borrower shall have a right to receive notice of an assignment under this Section 9.3, but not an approval right with respect to such assignment, if the assignee is an entity which has merged with a particular Lender and such assignee has by operation of law succeeded to all of the obligations, liabilities and rights of the particular Lender, provided, however, that to the extent any Lender assigns its obligations hereunder (including any assignment or transferby operation of law), such Eligible Assignee shall be a United States Person. (b) Upon such execution, delivery and acceptance of, and from and after the Partnership effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall continue be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.9 and 8.7 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Lender's rights and obligation sunder this Agreement, such Lender shall cease to be classified a party hereto). (c) By executing and delivering an Assignment and Acceptance, each Lender assignor thereunder and each assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as a partnership follows: (i) other than as provided in such Assignment and not a corporation Acceptance, such assigning Lender makes no representation or association warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the Codefinancial condition of any Loan Party, or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; and (iii) such transfer assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not cause the Partnership taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes Agent to become a publicly traded partnership take such action as agent on its behalf and to exercise such powers and discretion under the Code. The General Partner may require an opinion of counsel from Loan Documents as are delegated to such Agent by the assignor or transferor confirming (i)terms hereof and thereof, (ii) together with such powers and discretion as are reasonably incidental thereto; and (iiivii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason assignee agrees that it will perform in accordance with their terms all of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee obligations that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement are required to be performed by it as a Lender. (d) The Agent, acting for this purpose (but only for this purpose) as the agent of the Borrower, shall maintain at its address a copy of each Assignment and authorizes Acceptance delivered to and accepted by it and a register for the General Partnerrecordation of the names and addresses of the Lender and the Commitment of, should they consent and principal amount of the Advances owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for purposes of this Section 9.3, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or the Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an assignment and acceptance agreement executed pursuant to the admission of preceding subsection (a), together with any Note or Notes subject to such assignment, the assignee as a substituted Limited Partner, to sign Agent will (i) accept such assignee’s name to this Agreement Assignment and to an amendment Acceptance executed pursuant to the Partnership’s Certificate preceding subsection (a), (ii) record the information contained therein in the Register, and (iii) give prompt notice thereof to Borrower. In the case of Limited Partnership any assignment by a Lender, within five (should such an amendment be advisable5) as such assignee’s attorney-in-fact. The General Partner may, in Business Days after its sole discretion, waive receipt of such notice, the above described notice or waive any defect therein. No assigneeBorrower, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole own expense, shall execute and absolute discretion)deliver to the Agent in exchange for the surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Lender's Commitment assumed by it pursuant to such Assignment and Acceptance agreement and, may become if any assigning Lender has retained a substituted Limited Partner nor will commitment hereunder, a new Note to the estate order of such assigning Lender in an amount equal to such assigning Lender's Commitment retained by it hereunder. Such new Note or any beneficiary Notes shall be in an aggregate principal amount equal to the aggregate principal amount of a deceased Limited Partner such surrendered Note or assignee have any right to withdraw any capital or profits from Notes, shall be dated the Partnership except by redemption effective date of Interests. A substituted Limited Partner shall have all the rights such assignment and powers acceptance agreement and shall be subject to all in substantially the restrictions and liabilities form of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerExhibit A hereto.

Assignments. Each Limited Partner expressly agrees that he will not assignLender may, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in with the capital or profits of the Partnership without the prior written consent of the General Partner. No transfer of Interests may be made without Administrative Agent and the written Borrower (provided that the consent of the General PartnerBorrower shall not be unreasonably delayed or withheld and provided further that the consent of the Borrower shall not be required during the existence and continuation of an Event of Default), assign all or a portion of its rights and obligations hereunder, pursuant to an assignment agreement substantially in the form of Schedule 11.3(b), to an Eligible Assignee; provided that (i) any such assignment (other than any assignment to an existing Lender) shall be in a minimum aggregate amount of $10,000,000 (or, if less, the remaining amount of the Commitment of the assigning Lender) of the Commitments and in integral multiples of $1,000,000 above such amount and (ii) each such assignment shall be of a constant, not varying, percentage of all such Lender's rights and obligations under this Credit Agreement. No Any assignment or hereunder shall be effective upon delivery to the Administrative Agent of written notice of the assignment together with a transfer will be permitted unless fee of $3,500 payable to the General Partner is satisfied that: Administrative Agent for its own account from and after the later of (i) the effective date specified in the applicable assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; agreement and (ii) notwithstanding the date of recording of such assignment or transferin the Register pursuant to the terms of subsection (c) below. The assigning Lender will give prompt notice to the Administrative Agent and the Borrower of any such assignment. Upon the effectiveness of any such assignment (and after notice to, and (to the extent required pursuant to the terms hereof), with the consent of, the Partnership Borrower as provided herein), the assignee shall continue become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be classified as a partnership relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that upon notice of any such assignment and surrender of the appropriate Note or Notes, it will promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). If the assignee is not a corporation United States person under Section 7701(a)(30) of the Internal Revenue Code, it shall deliver to the Credit Parties and the Administrative Agent certification as to exemption from deduction or association withholding of Non-Excluded Taxes in accordance with Section 3.10. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of their respective Affiliates or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the Codeother Credit Documents or any other instrument or document furnished pursuant hereto or thereto; and (iii) such transfer assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not cause taking action under this Credit Agreement and the Partnership other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to become a publicly traded partnership take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Code. The General Partner may require an opinion of counsel from Administrative Agent by the assignor terms hereof or transferor confirming (i)thereof, (ii) together with such powers as are reasonably incidental thereto; and (iiivii) above. All costs related to such transfer (including attorney’s fees) shall be borne by assignee agrees that it will perform in accordance with their terms all the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound obligations which by the terms of this Credit Agreement and authorizes the General Partner, should they consent other Credit Documents are required to the admission of the assignee be performed by it as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerLender.

Assignments. Each Limited Partner expressly agrees that he will not assign(a) Lender may at any time assign to one or more Persons (any such Person, transfer or dispose of, by gift or otherwise, any of his Interest an “Assignee”) all or any part portion of all of his right, title Lender’s Loans and interest in the capital or profits of the Partnership without the written consent of the General PartnerCommitments. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership Borrower and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorneyCo-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee Borrower shall be entitled to receive continue to deal solely and directly with Lender in connection with the interests so assigned to an Assignee until Lender shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto. (b) From and after the date on which the conditions described above have been met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that share of capital or profits rights and obligations hereunder have been assigned to such Assignee pursuant to such Assignment Agreement, shall have the right rights and obligations of redemption a “Lender” hereunder and (ii) the assigning Lender, to which his assignor would otherwise the extent that rights and obligations hereunder have been entitledassigned by it pursuant to such Assignment Agreement, shall be released from its rights (other than its indemnification rights) and obligations hereunder. An For the avoidance of doubt, upon Lender’s assignment of any or all of its Loans and/or Commitments to an Assignee, such Assignee shall have all of the rights and obligations of Lender in respect of such assigned Loans and/or Commitments, and shall be deemed to be “Lender” hereunder, as if such Person were an original party hereto. Upon the request of the Assignee (and, as applicable, the assigning Limited Partner Lender) pursuant to an effective Assignment Agreement, Borrower and Co-Borrower shall remain liable execute and deliver to Lender for delivery to the Partnership Assignee (and, as provided applicable, the assigning Lender) a Note in the Actprincipal amount of the Assignee’s Pro Rata Share of the Revolving Loan Commitment plus the principal amount of the Assignee’s Term Loans (and, regardless as applicable, a Note in the principal amount of whether his assignee becomes the Pro Rata Share of the Revolving Loan Commitment retained by the assigning Lender plus the principal amount of the Term Loans retained by the assigning Lender). Each such Note shall be dated the effective date of such assignment. Upon receipt by the assigning Lender of such Note, the assigning Lender shall return to Borrower any prior Note held by it. (c) Notwithstanding the provisions of Section 9.8.1 (a) Borrower and Co-Borrower hereby authorize and direct Lender, for and on behalf of Borrower and Co-Borrower, to maintain a substituted Limited Partnerrecord of ownership of the Notes and any interest therein, which record, or “book-entry system”, shall identify the owner or owners of the Notes and any such interests therein. The right to the principal of, and stated interest on, the Notes may be transferred only through such book-entry system. (d) Notwithstanding the foregoing provisions of this Section 9.8.1 or any other provision of this Agreement, Lender may at any time assign all or any portion of its Loans and its Notes (i) as collateral security to a Federal Reserve Bank, to Lender’s trustee for the benefit of its investors or to any other Person (but no such assignment shall release Lender from any of its obligations hereunder) and (ii) to (x) an Affiliate of Lender or (y) an Eligible Institution.

Assignments. Each Limited Partner expressly agrees that he will not assignLender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Amended Agreement (including all or a portion of its Loans, transfer or dispose ofits Notes and its Commitments); PROVIDED, by gift or otherwiseHOWEVER, any of his Interest or any part of all of his right, title and interest in the capital or profits of the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the each such assignment or transfer would not violate the Securities Act of 1933 or the laws of any stateshall be to an Eligible Assignee; (ii) notwithstanding each such assignment shall be in an amount at least equal to $5,000,000, except in the case of an assignment to another Lender or transferany Affiliate of a Lender or an assignment of all of a Lender's rights and obligations under this Amended Agreement; (iii) each such assignment by a Lender shall be of a constant, the Partnership shall continue to be classified as a partnership and not a corporation or association varying, percentage of all of its rights and obligations under this Amended Agreement and the Codeother Credit Documents; and (iiiiv) the parties to such transfer assignment shall not cause execute and deliver to the Partnership Agent for its acceptance an Assignment and Acceptance, together with any Notes subject to become such assignment and a publicly traded partnership processing fee of $2,500 to be paid by the parties to such assignment. Upon the later of (A) the execution, delivery and acceptance of such Assignment and Acceptance and (B) the effective date specified in such Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights and benefits of a Lender under this Amended Agreement and the Codeother Credit Documents and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Amended Agreement and the other Credit Documents. The General Partner may require an opinion Upon the consummation of counsel from any assignment pursuant to this Section 10.3(b), the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new promissory notes reflecting such assignment are issued to the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason assignee in the amount of their respective interests and in substantially the form of the death of a Limited Partner or assignee, written notice may be original Notes (but with notation thereon that such new Notes are given by the duly authorized representative in substitution for and replacement of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate original Notes or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentencereplacements thereof). If the General Partner withholds consent, an assignee shall is not become a substituted Limited Partner and shall not have any incorporated under the laws of the rights United States of America or a Limited Partnerstate thereof, except that the assignee it shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable deliver to the Partnership Borrower and the Agent certification as provided to exemption from deduction or withholding of Taxes in the Act, regardless of whether his assignee becomes a substituted Limited Partneraccordance with Section 3.10.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise(a) Subject to and in accordance with Section 10.1 of the Participation Agreement, any Lender may, in the ordinary course of his Interest its business and in accordance with applicable law, at any time and from time to time assign to any Lender or any affiliate of any Lender or, with the consent, subject to Section 9.1 of the Participation Agreement, of the Borrower and the Agent (which in each case shall not be unreasonably withheld or delayed and which consent of the Borrower shall not be required during the continuation of any Event of Default), to an additional bank, financial institution or other entity that is either organized under the laws of the United States or any state thereof or is a foreign bank that operates a branch office in the United States, (each, a "Purchasing Lender") all or any part of its rights and obligations under this Agreement and the other Operative Agreements pursuant to an Assignment and Acceptance, substantially in the form of Exhibit B, executed by such Purchasing Lender, such assigning Lender (and, in the case of a Purchasing Lender that is not a Lender or an affiliate thereof, subject to Section 9.1 of the Participation Agreement, by the Borrower and the Agent) and delivered to the Agent for its acceptance and recording in the Register; provided, that no such assignment to a Purchasing Lender (other than any Lender or any affiliate thereof) shall be in an aggregate principal amount less than $5,000,000.00 (other than in the case of an assignment of all of his righta Lender's interests under this Agreement and the Notes). Upon such execution, title delivery, acceptance and interest recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the capital or profits case of an Assignment and Acceptance covering all of the Partnership without remaining portion of an assigning Lender's rights and obligations under this Agreement, such assigning Lender shall cease to be a party hereto). Notwithstanding anything to the written contrary in this Agreement, the consent of the General Partner. No transfer of Interests may Borrower shall not be made without required, and, unless requested by the written consent relevant Purchasing Lender and/or assigning Lender, new Notes shall not be required to be executed and delivered by the Borrower, for any assignment which occurs at any time when any of the General Partnerevents described in Section 6(g) shall have occurred and be continuing. (b) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and a Purchasing Lender (and, in the case of a Purchasing Lender that is not a Lender or an affiliate thereof, by the Borrower and the Agent) together with payment to the Agent of a registration and processing fee of $2,500.00 (which shall not be payable by the Borrower or the Lessee, except as otherwise provided in connection with an assignment requested in accordance with Section 2.11(b)), the Agent shall (i) promptly accept such Assignment and Acceptance and (ii) promptly after the effective date determined pursuant thereto, record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and the Borrower. No assignment On or transfer will prior to such effective date, the Borrower, at its own expense, shall execute and deliver to the Agent new Notes (in exchange for the Notes of the assigning Lender), each in an amount equal to the Commitment assumed or Loans purchased by the relevant Purchasing Lender pursuant to such Assignment and Acceptance, and, if the assigning Lender has retained a Commitment or any Loan hereunder, new Notes to the order of the assigning Lender, each in an amount equal to the Commitment or Loans retained by it hereunder. Such new Notes shall be permitted unless dated the General Partner is satisfied that:effective date of the applicable Assignment and Acceptance and shall otherwise be in the form of the Notes replaced thereby. (c) Each Purchasing Lender (other than any Lender organized and existing under the laws of the U.S. or any political subdivision in or of the U.S.), by executing and delivering an Assignment and Acceptance, (i) agrees to execute and deliver to the assignment Agent, as promptly as practicable, four (4) signed copies (two (2) for the Agent and two (2) for delivery by the Agent to the Borrower) of Form 1001 or transfer would Form 4224 (or any successor form or comparable form) (it being understood that if the applicable form is not violate the Securities Act so delivered, payments under or in respect of 1933 or the laws of any statethis Agreement may be subject to withholding and deduction); (ii) notwithstanding represents and warrants to the Borrower and the Agent that the form so delivered is true and accurate and that, as of the effective date of the applicable Assignment and Acceptance, each of such assignment Purchasing Lender's lending offices is entitled to receive payments of principal and interest under or transferin respect of this Agreement without withholding or deduction for or on account of any taxes imposed by the U.S. Federal government; (iii) agrees to annually hereafter deliver to each of the Borrower and the Agent not later than December 31 of the year preceding the year to which it will apply, two (2) further properly completed signed copies of Form 1001 or Form 4224 (or any successor form or comparable form), as appropriate, unless an event has occurred which renders the relevant form inapplicable (it being understood that if the applicable form is not so delivered, payments under or in respect of this Agreement may be subject to withholding and deduction); (iv) agrees to promptly notify the Borrower and the Agent in writing if it ceases to be entitled to receive payments of principal and interest under or in respect of this Agreement without withholding or deduction for or on account of any taxes imposed by the U.S. or any political subdivision in or of the U.S. (it being understood that payments under or in respect of this Agreement may be subject to withholding and deduction in such event); (v) acknowledges that in the event it ceases to be exempt from withholding and/or deduction of such taxes, the Partnership shall continue Agent may withhold and/or deduct the applicable amount from any payments to which such assignee Lender would otherwise be classified as a partnership and not a corporation or association under the Codeentitled, without any liability to such assignee Lender therefor; and (iiivi) such transfer shall not cause agrees to indemnify the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee Borrower and the date Agent from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs or expenses that result from such assignee Lender's breach of assignmentany such representation, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name warranty or agreement. (d) Any Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole from time to time and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with without the consent of the General Partner Borrower or any assignee may become a substituted Limited Partner without other Person, pledge or assign for security purposes any portion of its Loans or any other interests in this Agreement and the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent other Credit Documents to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerFederal Reserve Bank.

Assignments. Each Limited Partner expressly Lender may assign all or a portion of its rights and obligations hereunder, pursuant to an assignment agreement substantially in the form of Exhibit 11.3, to (i) any Lender, or any Affiliate or Subsidiary of a Lender, or (ii) any other commercial bank, financial institution or "accredited investor" (as defined in Regulation D of the Securities and Exchange Commission) reasonably acceptable to the Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower; provided that any such assignment shall (i) unless to a Lender or an Affiliate of a Lender, be in a minimum aggregate amount of $5,000,000 of the Commitments and in integral multiples of $1,000,000 above such amount (or the remaining amount of Commitments held by such Lender) and (ii) be of a constant, not varying, percentage of all of the assigning Lender's rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Agent of a duly executed assignment agreement together with a transfer fee of $3,500 payable to the Agent for its own account. Upon the effectiveness of any such assignment, the assignee shall become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines the Borrower agrees that he upon notice of any such assignment and surrender of the appropriate Notes, it will not assignpromptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Notes (but with notation thereon that it is given in substitution for and replacement of the original Notes or any replacement notes thereof). Notwithstanding the above, transfer a Lender may assign all or dispose ofa portion of its Commitments to another Lender without the consent of the Borrower and without regard to any minimum amount of such assignment. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), by gift the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) such -100- 101 assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or otherwisewarranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of his Interest the other Credit Documents or any part other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of all of his rightthis Credit Agreement, title and interest in the capital or profits any of the Partnership without other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the written consent financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment other Credit Documents or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment any other instrument or transfer would not violate the Securities Act of 1933 document furnished pursuant hereto or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Codethereto; and (iii) such transfer assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not cause taking action under this Credit Agreement and the Partnership other Credit Documents; (vi) such assignee appoints and authorizes the Agent to become a publicly traded partnership take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Code. The General Partner may require an opinion of counsel from Agent by the assignor terms hereof or transferor confirming (i)thereof, (ii) together with such powers as are reasonably incidental thereto; and (iiivii) above. All costs related to such transfer (including attorney’s fees) shall be borne by assignee agrees that it will perform in accordance with their terms all the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound obligations which by the terms of this Credit Agreement and authorizes the General Partner, should they consent other Credit Documents are required to the admission of the assignee be performed by it as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerLender.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, Any assignment by gift or otherwise, either Party to any entity of his Interest or any part of all of his right, title and obligation or duty, or of any other interest hereunder, in the capital whole or profits of the Partnership in part, without the prior written consent of the General Partnerother Party shall be void, except as otherwise hereinafter provided. No transfer A Party may assign this Agreement in its entirety to an Affiliate of Interests may be made the Party or any entity succeeding a Party by sale, merger, or acquisition without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignorother Party; provided, however, that the assignee is authorized as a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or CLEC in all states covered by this Agreement. Each Limited Partner agrees that with The assigning Party shall notify the consent other Party in writing of such assignment thirty (30) days prior to the General Partner Effective Date thereof and, provided further, if the assignee is an assignee of Globe, the assignee must provide evidence of Commission CLEC certification. The Parties shall amend this Agreement to reflect such assignments and shall work cooperatively to implement any assignee may become a substituted Limited Partner without the further act or consent changes required due to such assignment. All obligations and duties of any Limited PartnerParty under this Agreement shall be binding on all successors in interest and assigns of such Party. Each Limited Partner agrees that he No assignment or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth delegation hereof shall relieve the assignor of its obligations under this Agreement in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except event that the assignee shall be entitled fails to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitledperform such obligations. An assigning Limited Partner shall remain liable In addition to the Partnership as foregoing, either Party may assign its rights to payments hereunder to a commercial lending institution (a “Commercial Lender”) upon sixty (60) days notice to the other Party; provided in the Actthat any such assignment shall not affect either Party’s obligations under this Agreement, regardless of whether his the assigning Party is in default as to the assignee. In the event that a Party to this Agreement (the “Assigning Party”) assigns its rights to receive payment hereunder to a Commercial Lender pursuant to the previous sentence, the other Party hereto (“the Obligated Party”) shall retain the right to set-off against such assigned payment obligations any amounts owed to the Obligated Party by the Assigning Party, notwithstanding any notification given by the Commercial Lender to the Obligated Party, and notwithstanding any other provision set forth in Section 9-404(a) or (b) of the Uniform Commercial Code or equivalent thereof as in effect pursuant to the Governing Law section of this Agreement. Any such assignment to a Commercial Lender that could result in the assignee becomes or a substituted Limited Partnerdesignee of the assignee operating as a carrier under this Agreement shall be void.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in Any Lender may with the capital or profits of the Partnership without the prior written consent of the General Partner. No transfer Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of Interests may be made without its rights and obligations under this Agreement and the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: Note; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or transfer would not violate the Securities Act an affiliate of 1933 or the laws of any state; another Lender; (ii) notwithstanding any partial assignment shall be in an amount at least equal to $10,000,000.00 and after giving effect to such assignment the assigning Lender retains a Portion, or transferif the Portions have been terminated, the Partnership shall continue to be classified as holds a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require Note having an opinion outstanding principal balance, of counsel from the assignor or transferor confirming (i)at least $10,000,000.00, (ii) and (iii) aboveeach such assignment shall be effected by means of an Assignment and Assumption Agreement. All costs related Upon execution and delivery of such instrument and payment by such Assignee to such transfer (including attorney’s fees) transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and deemed to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities obligations of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became Lender with a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except Portion as set forth in such Assignment and Assumption Agreement, and the preceding sentencetransferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. If Upon the General Partner withholds consentconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an assignee shall not become a substituted Limited Partner and shall not have administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital its respective Affiliates or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnersubsidiaries.

Assignments. Each Limited Partner expressly agrees that he will (a) The Lender may, at its expense (unless such assignment is initiated by the Borrower) assign to one or more Eligible Assignees (but not assignto exceed five Lenders hereunder at any one time) all or a portion (not less than $3,000,000) of its interests, transfer rights and obligations under this Agreement and the other Loan Documents, including all or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the capital or profits a portion of the Partnership without Loan at the written consent of the General Partner. No transfer of Interests may be time made without the written consent of the General Partner. No assignment by or transfer will be permitted unless the General Partner is satisfied that: owing to it, provided (i) that the parties to each such assignment or transfer would not violate shall execute and deliver to the Securities Act Lender an Assignment and Acceptance in the form set forth as Exhibit D (an “Assignment and Acceptance”). Upon acceptance and recording pursuant to §13.6, from and after the effective date specified in each Assignment and Acceptance (which effective date shall be at least five Business Days after the execution thereof), (A) the Eligible Assignee shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the same rights and obligations as the Lender under this Agreement, and (B) the Lender shall be released from any obligations under this Agreement with respect to the interests assigned, provided that in the case of 1933 an Assignment and Acceptance covering all or the laws remaining portion of any state; (ii) notwithstanding such assignment or transferthe Lender’s rights and obligations under this Agreement, the Partnership Lender shall continue to be classified entitled to the benefits of §2.5 and §2.6, as a partnership well as to any fees or amounts accrued for its account hereunder and not a corporation yet paid. An Eligible Assignee shall be entitled to sell participations in its interests, rights and obligations under this Agreement and the other Loan Documents, as provided in §13.3, and shall be entitled to grant assignments thereof pursuant to an Assignment and Acceptance and otherwise in accordance with this §13. (b) By executing and delivering an Assignment and Acceptance, the Lender and Eligible Assignee shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim, the Lender makes no representation or association warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, (ii) the Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under the Code; and this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto, (iii) such transfer Eligible Assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with copies of the most recent financial statements delivered pursuant to §7.4 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Eligible Assignee shall independently and without reliance upon the Lender or any other Eligible Assignee or Participant and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions under this Agreement, and (v) such Eligible Assignee agrees that it shall perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as an Eligible Assignee. (c) If, pursuant to this §13.2, any interest in this Agreement is assigned to any Eligible Assignee which is not cause the Partnership to become a publicly traded partnership incorporated or organized under the Code. The General Partner may require an opinion laws of counsel from the assignor United States or transferor confirming a state thereof, the Lender shall cause such Eligible Assignee to agree that, on or prior to the effective date specified in the Assignment and Acceptance, it will deliver to the Borrower (i)) two valid, duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8EC1 or applicable successor form, as the case may be, certifying in each case that such Eligible Assignee is entitled to receive payments made under this Agreement and the Note without deduction or withholding of any United States federal income taxes, and (ii) a valid, duly completed Internal Revenue Service Form W-8BEN or W-9 or applicable successor form, as the case may be, to establish an exemption from United States backup withholding tax. The Eligible Assignee which delivers to the Borrower a Form W-8BEN or W-8EC1 and (iii) above. All costs related Form W-8BEN or W-9 pursuant to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason preceding sentence further undertakes to deliver to the Borrower two copies of the death Form W-8BEN or W-8EC1 and Form W-8BEN or W-9, or applicable successor forms, or other manner of certification, as the case may be, on or before the date that any such form expires or becomes obsolete or otherwise is required to be resubmitted as a Limited Partner condition to obtaining an exemption from withholding tax or assigneeafter the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower, written notice may be given by the duly authorized representative of the estate of the Limited Partner and such extensions or assignee and shall be supported by proof of legal authority renewals thereof as may reasonably be requested by the General Partner. Any request for assignment Borrower, certifying in the case of a Form W-8BEN or transfer shall be in writing W-8EC1 that such Eligible Assignee is entitled to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of receive payments made under this Agreement and authorizes the General PartnerNote without deduction or withholding of any United States federal income taxes, should they consent unless any change in treaty, law or regulation or official interpretation thereof has occurred prior to the admission date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Eligible Assignee from duly completing and delivering any such form with respect to it and such Eligible Assignee advises the Borrower that it is not capable of receiving payments without any deduction or withholding of United States federal income tax, and in the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary case of a deceased Limited Partner Form W-8BEN or assignee have any right to withdraw any capital or profits W-9, establishing an exemption from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerUnited States backup withholding tax.

Assignments. Each Limited Partner expressly agrees that he will not assign(a) The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except neither any Borrower nor any other Loan Party may assign or otherwise transfer or dispose of, by gift or otherwise, any of his Interest its rights or any part of all of his right, title and interest in the capital or profits of the Partnership obligations hereunder without the prior written consent of the General PartnerAdministrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Assignee in accordance with the provisions of this Section 15.9.1, (ii) by way of participation in accordance with the provisions of Section 15.9.2 or (iii) by way of pledge or assignment of a security interest subject to the restrictions of the penultimate paragraph of this Section 15.9.1 (and, in each case, any other attempted assignment or transfer by any Lender party hereto shall be null and void). No transfer Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than a Lender, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 15.9.2 and, to the extent expressly contemplated hereby, the Related Parties of Interests may be made without each of the Administrative Agent, the Issuing Lenders and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may, with the prior written consent of the General Partner. No Administrative Agent and, so long as no Event of Default under Section 12.1.1, 12.1.3 or 12.1.4 (solely with respect to an Event of Default arising due to non-compliance with Section 10.6) has occurred and is continuing, the Company (which consents of the Administrative Agent and the Company shall not be unreasonably delayed or withheld and, with respect to the consent of the Company, such consent shall be deemed to have been given if the Company has not objected thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof), at any time assign and delegate to one or more Eligible Assignees (any Person to whom such an assignment and delegation is to be made being herein called an “Assignee”), all or transfer any fraction of such Lender’s Loans and Commitment in a minimum aggregate amount (in the case of an assignment to an Assignee other than a Lender hereunder) equal to the lesser of (i) the amount of the assigning ▇▇▇▇▇▇’s remaining Loans and, without duplication, Commitments and (ii) $5,000,000 (or such lesser amount as the Company and the Administrative Agent may agree in their discretion); provided that (v) no assignment and delegation may be made to any Person if, at the time of such assignment and delegation, the Borrowers would be obligated to pay any greater amount under Section 7.7 or Section 8 to the Assignee than the Borrowers are then obligated to pay to the assigning Lender under such Sections (and if any assignment is made in violation of the foregoing, the Borrowers will not be permitted unless required to pay the General Partner is satisfied thatincremental amounts), (w) any assignment to a Person other than a Lender shall be subject to the prior written consent of the Issuing Lenders and the Swing Line Lender (which consents shall not be unreasonably withheld or delayed), (x) no consent of the Company or the Administrative Agent shall be required in connection with any assignment from a Lender to a Lender, an Affiliate or branch of a Lender or an Approved Fund, (y) no consent of the Administrative Agent shall be required in connection with any assignment to another Lender and (z) the Company and the Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in connection with the interests so assigned and delegated to an Assignee until the date when all of the following conditions shall have been met: (i) the assignment or transfer would not violate Assignee shall have complied with the Securities Act of 1933 or the laws of any state;requirements set forth in Section 7.7.5, if applicable, (ii) notwithstanding five Business Days (or such lesser period of time as the Administrative Agent and the assigning Lender shall agree) shall have passed after written notice of such assignment or transferand delegation, together with payment instructions, addresses and related information with respect to such Assignee, shall have been given to the Partnership shall continue to be classified as a partnership Company and not a corporation or association under the Code; andAdministrative Agent by such assigning Lender and the Assignee, (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be wassigning ▇▇▇▇▇▇ futures fund, l.p. and the Assignee shall have executed and delivered to the Company and the Administrative Agent an assignment agreement substantially in the form of Exhibit E or any other form (usincluding electronic documentation generated by use of an electronic platform) EXHIBIT A7 withheld at its sole and absolute discretionapproved by the Administrative Agent (an “Assignment Agreement”), may together with any documents required to be delivered thereunder, which Assignment Agreement shall have been accepted by the Administrative Agent and, if required, the Company, and (iv) unless the Assignee is an Affiliate or branch of the assigning Lender, the assigning Lender or the Assignee shall have paid the Administrative Agent a processing fee of $3,500. From and after the date on which the conditions described above have been met, (A) such Assignee shall be deemed automatically to have become a substituted Limited Partner nor will party hereto as a Lender with respect to the estate or any beneficiary of a deceased Limited Partner or assignee interest assigned and, to the extent that rights and obligations hereunder have any right been assigned and delegated to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner such Assignee pursuant to such Assignment Agreement, shall have all the rights and powers obligations of a Lender hereunder (in addition, if applicable, to rights and obligations previously held by such Lender), and (B) the assigning Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignment Agreement, shall be subject released from its obligations hereunder (and, in the case of an assignment of all of its Commitments and Loans, shall cease to be a Lender (but shall continue to have all rights and obligations under provisions hereof which by their terms survive the restrictions termination hereof)); provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such ▇▇▇▇▇▇’s having been a Defaulting Lender. Any attempted assignment and liabilities delegation not made in accordance with this Section 15.9.1 shall be null and void. The Administrative Agent, acting solely for this purpose as an agent of his assignorthe Borrowers, shall maintain at the Administrative Agent’s office specified for payments pursuant to Section 7.1 a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount (and stated interest) of the Loans and reimbursement obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). No assignment shall be effective unless it is recorded in the Register. The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Notwithstanding the foregoing provisions of this Section 15.9.1 or any other provision of this Agreement, (a) no assignment shall be made to (i) the Company or any Affiliate or Subsidiary thereof, (ii) any Defaulting Lender or any Subsidiary thereof, or any Person which, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (ii) or (iii) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of one or more natural Persons), and (b) any Lender may at any time assign all or any portion of its Loans to a Federal Reserve Bank or any other central bank by way of a pledge or assignment of a security interest to secure its obligations to such bank; provided that no such assignment shall (i) release any Lender from any of its obligations hereunder or (ii) substitute any such Federal Reserve Bank for such Lender as a party hereto; and provided, howeverfurther, that no such Federal Reserve Bank shall be entitled to exercise any right (or shall have any obligation) of a substituted Limited Partner Lender under the Loan Documents unless it becomes a Lender in compliance with the other provisions of this Section 15.9.1. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall not be subject effective unless and until, in addition to those liabilities the other 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 may be outright payment, purchases by the assignee of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership participations or this Agreement. Each Limited Partner agrees that subparticipations, or other compensating actions, including funding, with the consent of the General Partner Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any assignee may become a substituted Limited Partner without Issuing Lender or any other Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Percentage. Notwithstanding the further act or consent foregoing, in the event that any assignment of rights and obligations of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited PartnerDefaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that then the assignee of such interest shall be entitled deemed to receive that share be a Defaulting Lender for all purposes of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnerthis Agreement until such compliance occurs.

Assignments. Each Limited Partner expressly agrees that he will The Program Agreements are not assignassignable by Seller. Subject to Section 36 (Acknowledgement of Assignment and Administration of Repurchase Agreement) hereof, transfer Administrative Agent and Buyers may from time to time assign all or dispose of, by gift or otherwise, any a portion of his Interest or any part of all of his right, title their rights and interest in obligations under this Agreement and the capital or profits of the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: Program Agreements if (i) the assignment or transfer would not violate the Securities Act an Event of 1933 or the laws of any state; Default has occurred and is continuing, (ii) notwithstanding such assignment is to an Affiliate of Administrative Agent or transfer, the Partnership shall continue to be classified as a partnership and not a corporation Buyer or association under the Code; and (iii) such transfer shall not cause the Partnership assignment is to become a publicly traded partnership under the Code. The General Partner may require an opinion any other Person, with (in respect of counsel from the assignor or transferor confirming (i), (ii) and this clause (iii) above. All costs related to such transfer (including attorneyand in the absence of an Event of Default) Seller’s fees) shall be borne by the assignor/transferor. If an assignmentprior written consent, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and not to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignorunreasonably withheld; provided, howeverhowever that Administrative Agent shall maintain, that solely for this purpose as a substituted Limited Partner non-fiduciary agent of Seller, for review by Seller upon written request, a register of assignees and participants (the “Register”) and a copy of an executed assignment and acceptance by Administrative Agent and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. The entries in the Register shall not be subject conclusive absent manifest error, and the Seller, Administrative Agent and Buyers shall treat each Person whose name is recorded in the Register pursuant to those liabilities of which he was ignorant at the time he became preceding sentence as a substituted Limited Partner Buyer hereunder. Upon such assignment and which could not recordation in the Register, (a) such assignee shall be ascertained from a party hereto and to each Program Agreement to the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent extent of the General Partner any assignee may become a substituted Limited Partner without the further act percentage or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as portion set forth in the preceding sentenceAssignment and Acceptance, and shall succeed to the applicable rights and obligations of Administrative Agent and Buyers hereunder, as applicable, and (b) Administrative Agent and Buyers shall, to the extent that such rights and obligations have been so assigned by them to either (i) an Affiliate of Administrative Agent or Buyers which assumes the obligations of Administrative Agent and Buyers, as applicable or (ii) another Person approved by Sellers (such approval not to be unreasonably withheld) which assumes the obligations of Administrative Agent and Buyers, as applicable, be released from its obligations hereunder and under the Program Agreements. If Any assignment hereunder shall be deemed a joinder of such assignee as a Buyer hereto. Unless otherwise stated in the General Partner withholds Assignment and Acceptance, Seller shall continue to take directions solely from Administrative Agent unless otherwise notified by Administrative Agent in writing. Administrative Agent and Buyers may distribute to any prospective or actual assignee this Agreement, the other Program Agreements, any document or other information delivered to Administrative Agent and/or Buyers by Seller; provided, that, if such prospective or actual assignee is a residential mortgage originator, such sharing of information shall require Seller’s prior consent, an not to be unreasonably withheld; provided, further, Administrative Agent will cause such prospective or actual assignee shall not become to execute and deliver a substituted Limited Partner non-disclosure agreement agreeing to keep such information delivered by Administrative Agent and shall not have any of the rights of a Limited PartnerBuyers to such prospective or actual assignee confidential, except that the assignee shall be entitled subject to receive that share of capital or profits standard caveats and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnerexceptions.

Assignments. (a) Each Limited Partner expressly of the Agent, the Transaction Parties and the Alternate Lenders hereby agrees that he will not assignand consents to the complete or partial assignment by the Conduit Lender of all or any portion of its rights under, transfer interest in, title to and obligations under this Agreement to the Alternate Lenders pursuant to the Liquidity Agreement. (b) Any Alternate Lender may at any time and from time to time assign to one or dispose ofmore Persons (each, by gift or otherwise, any of his Interest a "Purchasing Alternate Lender") all or any part of all of his right, title its rights and interest obligations under this Agreement pursuant to an assignment agreement substantially in the capital or profits form set forth in Exhibit V hereto (an "Assignment Agreement") executed by such Purchasing Alternate Lender and such selling Alternate Lender; provided, however, that any assignment of an Alternate Lender's rights and obligations hereunder shall include a pro rata assignment of its rights and obligations under the Partnership without the written Liquidity Agreement. The consent of the General Partner. No transfer of Interests may be made without the written consent Conduit Lender and of the General PartnerBorrower (such consent not to be unreasonably withheld or delayed) shall be required prior to the effectiveness of any such assignment. No assignment or transfer will be permitted unless the General Partner is satisfied that: Each assignee of an Alternate Lender must (i) the assignment have a short-term debt rating of P-1 by Moody's and A-1 or transfer would not violate the Securities Act of 1933 or the laws of any state; better by S&P and (ii) notwithstanding agree to deliver to the Age▇▇, ▇▇▇mptly following any request therefor by the Agent or the Conduit Lender, an enforceability opinion in form and substance satisfactory to the Agent and Conduit Lender. Upon delivery of an executed Assignment Agreement to the Agent, such assignment or transfer, the Partnership selling Alternate Lender shall continue to be classified as a partnership released from its obligations hereunder and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing Liquidity Agreement to the General Partnerextent of such assignment. The written notice required by this paragraph Thereafter the Purchasing Alternate Lender shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to for all purposes be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name an Alternate Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole Liquidity Agreement and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers obligations of an Alternate Lender hereunder and thereunder to the same extent as if it were an original party hereto and thereto and no further consent or action by the Borrower, the Lenders or the Agent shall be subject required. (c) Each of the Alternate Lenders agrees that in the event that it shall suffer a Downgrading Event, such Downgraded Alternate Lender shall be obliged, at the request of the Conduit Lender or the Agent, to assign all of its rights and obligations hereunder and under the restrictions Liquidity Agreement to (x) another Alternate Lender or (y) another funding entity nominated by the Agent or a Transaction Party and liabilities acceptable to the Conduit Lender and willing to participate in this Agreement and the Liquidity Agreement through the Scheduled Termination Date in the place of his assignorsuch Downgraded Alternate Lender; provided, that the Downgraded Alternate Lender receives payment in full, pursuant to an Assignment Agreement, of an amount equal to such Alternate Lender's Pro Rata Share of the Obligations owing to the Alternate Lenders. (d) No Transaction Party may assign any of its rights or obligations under this Agreement without the prior written consent of the Agent and each of the Lenders. (e) Any Downgraded Alternate Lender or Non-Renewing Alternate Lender which has not assigned its rights and obligations hereunder if requested pursuant to this Article XII shall be a "Terminating Alternate Lender" for purposes of this Agreement as of the then current Scheduled Termination Date (or, in the case of any Downgraded Alternate Lender, such earlier date as declared by the Agent. The Commitment of any Alternate Lender shall terminate on the date it becomes a Terminating Alternate Lender. Upon reduction to zero of all Obligations owing to a Terminating Alternate Lender (after application of Collections thereto pursuant to Section 2.2) all rights and obligations of such Termination Alternate Lender shall be terminated and such Terminating Alternate Lender shall no longer be an "Alternate Lender" hereunder; provided, however, that a substituted Limited Partner the provisions of Article X shall not be subject continue in effect for its benefit with respect to those liabilities of which he was ignorant at Advances or the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right Commitment held by such Terminating Alternate Lender prior to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except its termination as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerAlternate Lender.

Assignments. Each Limited Partner expressly agrees that he will not assign(a) Lender may at any time assign to one or more Persons (any such Person, transfer or dispose of, by gift or otherwise, any of his Interest an “Assignee”) all or any part portion of all of his rightits Loans and Commitments, title and interest in with the capital or profits of the Partnership without the prior written consent of the General Partner. No transfer of Interests may be made without the written Borrower, which consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason required only for so long as no Event of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner Default exists (which consent may shall not be wunreasonably withheld or delayed and shall not be required for an assignment by Lender to an Affiliate of Lender). Borrower shall be deemed to have granted its consent to any assignment requiring its consent hereunder unless B▇▇▇▇▇▇▇ futures fundhas expressly objected to such assignment within three Business Days after notice thereof. (b) From and after the date on which the conditions described above have been met, l.p. (usi) EXHIBIT A7 withheld at its sole and absolute discretion), may such Assignee shall be deemed automatically to have become a substituted Limited Partner nor will party hereto and, to the estate or any beneficiary of a deceased Limited Partner or assignee extent that rights and obligations hereunder have any right been assigned to withdraw any capital or profits from such Assignee pursuant to an assignment agreement between L▇▇▇▇▇ and the Partnership except by redemption of Interests. A substituted Limited Partner Assignee, shall have all the rights and powers obligations of Lender hereunder and (ii) Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be subject released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Assignee (and, as applicable, Lender) pursuant to an effective assignment agreement, B▇▇▇▇▇▇▇ shall execute and deliver to the Assignee (and, as applicable, Lender) a Note in the principal amount of the Assignee’s pro rata share of the Revolving Loan Commitment (and, as applicable, a Note in the principal amount of the pro rata share of the Revolving Loan Commitment retained by L▇▇▇▇▇). Each such Note shall be dated the effective date of such assignment. Upon receipt by Lender of such Note, Lender shall return to Borrower any prior Note held by it. (c) Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement or the restrictions Ancillary Documents to secure obligations of Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and liabilities this Section shall not apply to any such pledge or assignment of his assignora security interest; provided, however, that no such pledge or assignment of a substituted Limited Partner security interest shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained release Lender from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of its obligations hereunder or substitute any such pledgee or assignee for Lender as a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnerparty hereto.

Assignments. Each Limited Partner expressly agrees that he will not assignAny Lender may, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in with (1) the capital or profits of the Partnership without the prior written consent of the General Partner. No transfer of Interests may Agent, which consent shall not be made without the written unreasonably delayed or withheld, and which consent of the General Partner. No shall not be required for an assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding by a Lender to such assignment or transfer▇▇▇▇▇▇’s Affiliates, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iiia) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be wassigning ▇▇▇▇▇▇ futures fundand the Eligible Assignee shall have executed and delivered to Borrower and Agent an Assignment and Acceptance, l.ptogether with any documents required to be delivered thereunder, which Assignment and Acceptance shall have been accepted by Agent, and (b) except in the case of an assignment by a Lender to one of its Affiliates or in the case of the assignment on or about the Fourth Amendment Closing Date in connection with the Fourth Amendment, the assigning Lender or the Eligible Assignee shall have paid Agent a processing fee of $3,500.00. From and after the date on which the conditions described above have been met, (usx) EXHIBIT A7 withheld at its sole and absolute discretion), may such Eligible Assignee shall be deemed automatically to have become a substituted Limited Partner nor will party hereto and, to the estate or any beneficiary of a deceased Limited Partner or assignee extent that rights and obligations hereunder have any right been assigned and delegated to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner such Eligible Assignee pursuant to such Assignment and Acceptance, shall have all the rights and powers obligations of a Lender hereunder and (y) the assigning Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignment and Acceptance, shall be subject released from its obligations hereunder. Within five (5) Business Days after effectiveness of any assignment and delegation and upon request by Agent, Borrower shall execute and deliver to Agent (for delivery to the Eligible Assignee and the assigning Lender, as applicable) a new Note, as applicable, in the principal amount of the Eligible Assignee’s Pro Rata Share of the Combined Commitments, and, if the assigning Lender has retained a Commitment, a replacement Note in the principal amount of the Pro Rata Share of the Combined Commitments, retained by the assigning Lender (each such Note to be in exchange for, but not in payment of, the portion of the predecessor Note not being assigned). At such time, the assigning Lender shall deliver to Borrower the Note assigned by such ▇▇▇▇▇▇. Accrued interest and accrued fees shall be paid at the same time or times provided in the predecessor Note and in this Agreement. Subject to Section 2.21, any attempted assignment and delegation not made in accordance with this Section 12.19 shall be null and void. Notwithstanding the foregoing provisions of this Section 12.19 or any other provision of this Agreement, any Lender may at any time assign all or any portion of its Commitment and its Notes to a Federal Reserve Bank (but no such assignment shall release any Lender from any of its obligations hereunder). Agent, acting solely for this purpose as a non-fiduciary agent of ▇▇▇▇▇▇▇▇, shall maintain at one of its offices in the restrictions United States a copy of each Assignment and liabilities Acceptance delivered to it and a register for the recordation of his assignor; providedthe names and addresses of Lenders, howeverand the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The Register shall contain the following information as of each date: (1) the names and addresses of Lenders, (2) the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender, and (3) the name of Borrower and information that a substituted Limited Partner uniquely identifies this Agreement, and Agent shall not be subject obligated to those liabilities maintain any other information on the Register. The entries in the Register shall be conclusive absent manifest error, and Borrower, Agent and Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Notwithstanding anything to the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has contrary herein, no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth assignment shall be effective until recorded in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerRegister.

Assignments. Each Limited Partner expressly agrees (a) The Borrower and each Financial Institution hereby agree and consent to the complete or partial assignment by the Conduit of all or any portion of its rights under, interest in, title to and obligations under this Agreement to the Financial Institutions pursuant to SECTION 13.1 or to any other Person, and upon such assignment, the Conduit shall be released from its obligations so assigned. Further, the Borrower and each Financial Institution hereby agree that he will not assign, transfer any assignee of the Conduit of this Agreement or dispose of, by gift all or otherwise, any of his Interest the Loans of the Conduit shall have all of the rights and benefits under this Agreement as if the term "THE CONDUIT" explicitly referred to such party, and no such assignment shall in any way impair the rights and benefits of the Conduit hereunder. Neither the Borrower nor the Servicer shall have the right to assign its rights or obligations under this Agreement. (b) Any Financial Institution may at any time and from time to time assign to one or more Persons ("PURCHASING FINANCIAL INSTITUTIONS") all or any part of all of his rightits rights and obligations under this Agreement pursuant to an assignment agreement, title and interest substantially in the capital or profits of form set forth in EXHIBIT VII hereto (the Partnership without the written "ASSIGNMENT AGREEMENT") executed by such Purchasing Financial Institution and such selling Financial Institution. The consent of the General Partner. No transfer of Interests may Conduit shall be made without required prior to the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws effectiveness of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Codeassignment. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death Each assignee of a Limited Partner Financial Institution must have a short-term debt rating of A-1 or assignee, written notice may be given better by the duly authorized representative of the estate of the Limited Partner or assignee S&P and shall be supported P-1 by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing Moody's and must agree to deliver to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignmentAgent, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon promptly following any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇▇▇ futures fundtherefor by the Agent or the Conduit, l.pan enforceability opinion in form and substance satisfactory to the Agent and the Conduit. (us) EXHIBIT A7 withheld at Upon delivery of the executed Assignment Agreement to the Agent, such selling Financial Institution shall be released from its sole obligations hereunder to the extent of such assignment. Thereafter the Purchasing Financial Institution shall for all purposes be a Financial Institution party to this Agreement and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers obligations of a Financial Institution 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 Lenders or the Agent shall be subject required. (c) Each of the Financial Institutions agrees that in the event that it shall cease to all the restrictions have a short-term debt rating of A-1 or better by S&P and liabilities of his assignor; providedP-1 by Moody's (an "AFFECTED FINANCIAL INSTITUTION"), howeversuch Affected Financial ▇▇▇▇▇▇▇tion shall be obliged, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent request of the General Partner any assignee may become a substituted Limited Partner without Conduit or the further act Agent, to assign all of its rights and obligations hereunder to (x) another Financial Institution or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right (y) another funding entity nominated by the Agent and acceptable to consent the Conduit, and willing to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth participate in this Agreement through the Liquidity Termination Date in the preceding sentence. If place of such Affected Financial Institution; PROVIDED that the General Partner withholds consentAffected Financial Institution receives payment in full, pursuant to an assignee shall not become a substituted Limited Partner and shall not have any Assignment Agreement, of an amount equal to such Financial Institution's Pro Rata Share of the rights Aggregate Capital of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits Financial Institutions and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable Yield owing to the Partnership as provided Financial Institutions and all accrued but unpaid fees and other costs and expenses payable in respect of its Pro Rata Share of the Act, regardless Loans of whether his assignee becomes a substituted Limited Partnerthe Financial Institutions.

Assignments. Each Limited Partner expressly agrees that he will not assignLender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, transfer without limitation, all or dispose ofa portion of its Advances and its Commitment); provided, by gift or otherwisehowever, any of his Interest or any part of all of his right, title and interest in the capital or profits of the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the each such assignment or transfer would not violate the Securities Act of 1933 or the laws of any stateshall be to an Eligible Assignee; (ii) notwithstanding except in the case of an assignment to another Lender, an Approved Fund of any Lender or an Affiliate of any Lender, or an assignment of all of a Lender’s rights and obligations under this Agreement, any such partial assignment shall be in an amount at least equal to $5,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) and an integral multiple of $1,000,000 in excess thereof; (iii) each such assignment or transfer, the Partnership by a Lender shall continue to be classified as of a partnership constant and not a corporation or association varying, percentage of all of its rights and obligations under the Codethis Agreement; and (iiiiv) the parties to such transfer assignment shall not cause execute and deliver to the Partnership Agent for its acceptance an Assignment Agreement together with a processing fee (other than in connection with any assignment to become a publicly traded partnership under the Code. The General Partner may require Lender, an opinion Approved Fund of counsel any Lender or an Affiliate of such Lender) from the assignor or transferor confirming of $3,500. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this subsection (ib), the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 4.4. By executing and delivering an Assignment Agreement in accordance with this subsection (iib), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender represents and warrants that it is legally authorized to enter into such Assignment Agreement and it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim created by such assigning Lender and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreement; (D) such assignee confirms that it has received a copy of this Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment Agreement; (E) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Agent to take such action on its behalf and to exercise such powers under this Agreement or any other Credit Document as are delegated to the Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (iiiG) above. All costs related to such transfer (including attorney’s fees) shall be borne by assignee agrees that it will perform in accordance with their terms all the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee obligations that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent other Credit Documents are required to the admission of the assignee be performed by it as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerLender.

Assignments. Each Limited Partner expressly agrees The Lender may at any time assign to one or more banks or financial institutions (each an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement, the Notes and the other Loan Documents, and such Assignee shall assume all such rights and obligations, pursuant to an instrument reasonably acceptable to the Borrower, executed by such Assignee, the Lender (and, in the case of an Assignee that he will is not assign, transfer or dispose ofthen an affiliate of the Lender, by gift or otherwise, the Borrower); PROVIDED that no interest may be sold by the Lender pursuant to this paragraph (c) to any of his Interest or any part of all of his right, title and interest in the capital or profits Assignee that is not then an affiliate of the Partnership Lender without the written consent of the General PartnerBorrower, which consent shall not be unreasonably withheld or delayed. No transfer Upon (A) execution of Interests may be made without instrument of assumption by such the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: Lender, such Assignee and (iif applicable) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i)Borrower, (iiB) and (iii) above. All costs related to delivery of an executed copy of such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing instrument to the General Partner. The written notice required Borrower, (C) payment by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice such Assignee to the General Partner upon any subsequent assignment and to be bound by the terms Lender of this Agreement and authorizes the General Partner, should they consent an amount equal to the admission of purchase price agreed between the assignee as Lender and such Assignee, such Assignee shall for all purposes be a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject obligations of a Lender under this Agreement to all the restrictions and liabilities of his assignor; provided, however, that same extent as if it were an original party hereto with a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except Facility A Commitment and/or Facility B Commitment as set forth in such instrument of assumption, and the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee Lender shall be entitled released from its obligations hereunder to receive that share a corresponding extent, and no further consent or action by the Borrower or the Lender shall be required. Upon the consummation of capital any transfer to an Assignee pursuant to this paragraph (c), the Lender and the Borrower shall make appropriate arrangements so that, if required, a new Note or profits Notes are issued to each of such Assignee and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerLender.

Assignments. Each Limited Partner expressly agrees that he will not assignLender may assign its rights and delegate its obligations under this Agreement to an Eligible Assignee; provided, transfer or dispose ofhowever, by gift or otherwise, any of his Interest or any part of all of his right, title (1) such Lender (other than ▇▇▇▇▇▇ and interest in the capital or profits of the Partnership without CITICORP) shall first obtain the written consent of Joint Bookrunners, (2) the General Partner. No transfer amount of Interests may be made without the written consent Commitments and Loans of the General Partner. No assigning Lender being assigned shall in no event be less than the lesser of (a) $10,000,000 or (b) the entire amount of the Commitments and Loans of such assigning Lender, and (3)(a) each such assignment or transfer will shall be permitted unless of a pro rata portion of all such assigning Lender's Loans and Commitments hereunder, and (b) the General Partner is satisfied that: parties to such assignment shall execute and deliver to Administrative Agent, with a copy of Collateral Agent, for acceptance and recording a Assignment and Acceptance Agreement together with (i) a processing and recording fee of $3,500 payable by the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; assigning Lender equally to Agents and (ii) notwithstanding each of the Notes originally delivered to the assigning Lender for cancellation. The administrative fee referred to in clause (3) of the preceding sentence shall not apply to an assignment of a security interest in all or any portion of a Lender's rights under this Agreement or the other Loan Documents, to another Related Fund (as defined below) or Participant or as described in clause (1) of subsection 9.5(D) below. Upon receipt of all of the foregoing, Joint Bookrunners shall notify Borrowers of such assignment or transfer, the Partnership and Borrowers shall continue to be classified as a partnership and not a corporation or association comply with its obligations under the Code; and (iii) such transfer shall not cause last sentence of subsection 2.1(I). In the Partnership to become a publicly traded partnership case of an assignment authorized under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) this subsection 9.5 and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be otherwise in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by accordance with the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled considered to receive be a "Lender" hereunder and Borrowers hereby acknowledge and agree that share any assignment will give rise to a direct obligation of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable Borrowers to the Partnership as provided in assignee. The assigning Lender shall be relieved of its obligations to make Loans hereunder with respect to the Act, regardless assigned portion of whether his assignee becomes a substituted Limited Partnerits Commitment.

Assignments. Each Limited Partner expressly agrees that he will not Lender shall have the right, subject to the further provisions of this Section 14.17, to sell, assign, transfer or dispose of, by gift or otherwise, any of his Interest negotiate all or any part of its interest in the Credit Facility, Loans, and other rights and obligations under this Agreement and related documents (such transfer, an 'Assignment') to any commercial lender, other financial institution or other entity acceptable to Agent and, provided no Default exists or there exists no event which, but for the passage of time or notice, or both, would be a Default, Borrower (which consent of Borrower shall not be unreasonably withheld) (an 'Assignee'). Upon such Assignment becoming effective as provided in Section 14.17(b), the assigning Lender shall be relieved from the portion of the Credit Facility, obligations to indemnify the Agent and other obligations hereunder to the extent assumed and undertaken by the Assignee, and to such extent the Assignee shall have the rights and obligations of a 'Lender' hereunder. Notwithstanding the foregoing, unless otherwise consented to by Agent, (i) each Assignment shall be of a constant, and not a varying, percentage of the assigning Lender's interest in the Credit Facility, (ii) each Assignment shall be in a principal amount of not less than $9,500,000 in the aggregate for all of his right, title Loans and interest in the capital or profits of the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted Credit Facility assigned unless the General Partner is satisfied that: (i) Assignee shall, prior to such Assignment, already be a Lender or an Assignee having an original interest in the assignment or transfer would not violate the Securities Act Credit Facility in excess of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer$9,500,000, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer Assignee shall not cause the Partnership pay to become a publicly traded partnership under the Code. The General Partner may require DFS, for DFS' own account, an opinion administration and processing fee of counsel from the assignor or transferor confirming (i)$10,000, (ii) and (iiiiv) above. All costs related to such transfer (including attorney’s fees) each Assignment shall be borne documented by an agreement between the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee assigning Lender and the date of assignment, shall include Assignee in a statement by the assignee that he agrees form acceptable to give the above described written notice to the General Partner upon any subsequent assignment Agent (an 'Assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretionAssumption Agreement'), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partner.

Assignments. Each Limited Partner expressly agrees that he will not assignIn addition to the assignments permitted by Section 11.3(a), transfer or dispose ofeach Lender may, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in with the capital or profits of the Partnership without the prior written consent of the General Partner. No transfer of Interests may be made without Borrowers and the written Administrative Agent (provided that no consent of the General Partner. No Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign all or a portion of its rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Exhibit 11.3 to one or transfer will be permitted unless the General Partner is satisfied that: more Eligible Assignees; provided that (i) any such assignment shall be in a minimum aggregate amount of $5,000,000 of the assignment or transfer would not violate the Securities Act Loans and Commitments and in integral multiples of 1933 $1,000,000 above such amount (or the laws remaining amount of any state; Loans and Commitments held by such Lender) and (ii) notwithstanding each such assignment or transfershall be of a constant, not varying, percentage of all of the assigning Lender’s rights and obligations under the Loans and Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a duly executed assignment agreement together with a transfer fee of $3,500 payable to the Administrative Agent for its own account. Upon the effectiveness of any such assignment, the Partnership assignee shall continue become a “Lender” for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be classified relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Borrowers agree that upon notice of any assignment to an assignee that was not theretofore a Lender, they will promptly provide to such assignee a new Note. Each Lender agrees that, in the event it assigns all of its Commitment hereunder, it shall promptly return the Note or Note(s) executed by the Borrowers in its favor. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as a partnership follows: (i) such assigning Lender warrants that it is the legal and not a corporation beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or association warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Borrower or its Subsidiaries or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the Codeother Credit Documents or any other instrument or document furnished pursuant hereto or thereto; and (iii) such transfer assigning Lender and such assignee each represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not cause taking action under this Credit Agreement and the Partnership other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to become a publicly traded partnership take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Code. The General Partner may require an opinion of counsel from Administrative Agent by the assignor terms hereof or transferor confirming (i)thereof, (ii) together with such powers as are reasonably incidental thereto; and (iiivii) above. All costs related to such transfer (including attorney’s fees) shall be borne by assignee agrees that it will perform in accordance with their terms all the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound obligations which by the terms of this Credit Agreement and authorizes the General Partner, should they consent other Credit Documents are required to the admission of the assignee be performed by it as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerLender.

Assignments. Each Limited Partner expressly agrees that he will not assignThe Lender may, transfer in the ordinary course of its ----------- business and in accordance with applicable law, at any time assign to one or dispose of, by gift or otherwise, any of his Interest more parties ("Purchasers") all or any part of all of his rightits rights and obligations under the Loan Documents. The Borrower, title the Guarantor and interest the Lender hereby agree to execute any amendment and/or any other document that may be necessary to effectuate such an assignment. Such documents shall be in form and substance reasonably acceptable to the capital or profits of Borrower, the Partnership without Guarantor and the written Lender. Such assignment shall be evidenced by a form provided by the Lender (to be supplied upon request). The consent of the General Partner. No transfer of Interests may Borrower shall be made without required prior to an assignment becoming effective with respect to a Purchaser that is not a Lender or an affiliate thereof; provided, however, that if a Default has occurred and is continuing, the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer Borrower shall not cause the Partnership to become a publicly traded partnership under the Codebe required. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing Upon delivering to the General Partner. The written Borrower a notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, together with any required consent, such assignment shall include become effective on the effective date specified in such notice of assignment. On and after the effective date of such assignment, such Purchaser shall for all purposes be a statement by the assignee that he agrees to give the above described written notice Lender party to the General Partner upon any subsequent assignment other Loan Documents and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers obligations of a Lender under the Loan Documents, to the same extent as if it were an original party hereto, and no further consent or action by the Borrower shall be subject required to all release the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject Lender with respect to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent percentage of the General Partner any assignee may become a substituted Limited Partner without Commitment and Loans assigned to such Purchaser. Upon the further act or consent consummation of any Limited Partner. Each Limited Partner agrees such assignment to a Purchaser, the transferor Lender, the Lender and the Borrower shall, if the Lender or the Purchaser desires, make appropriate arrangements so that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partnernew Notes or, except as set forth in the preceding sentence. If the General Partner withholds consentappropriate, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partnerreplacement Notes, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable are issued to the Partnership Lender and Purchaser, in each case in principal amounts reflecting their respective Commitments, as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partneradjusted pursuant to such assignment.

Assignments. Each Limited Partner expressly agrees (a) Subject to Section 12.14, the Lenders collectively or individually may assign to one or more Assignees all or a portion of their respective rights and obligations under this Agreement (an undivided portion thereof corresponding to the portion of the Commitment being assigned) by way of Assignment. The parties to each such Assignment shall execute and deliver an Assignment Agreement in the form set out in Schedule 4 to the Borrower, and to the Administrative Agent for its consent and recording in the Register and, except in the case of an Assignment by the Lenders collectively or an Assignment by a Lender to an affiliate of that he will not assignLender, transfer shall pay a processing and recording fee of Three Thousand, Five Hundred Canadian Dollars (Cdn.$3,500) to the Administrative Agent. After such execution, delivery, consent and recording the Assignee thereunder shall be a party to this Agreement and, to the extent that rights and obligations hereunder have been assigned to it, have the rights and obligations of a Lender hereunder and the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, relinquish its rights and be released from its obligations under this Agreement, other than obligations in respect of which it is then in default and liabilities arising from its actions prior to the Assignment, and, in the case of an Assignment Agreement covering all or dispose ofthe remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto. The Lenders agree that, provided that no Event of Default under this Agreement or the Trust Indenture has occurred, no assignment shall be made which would result in any increased costs to the Borrower. (b) The agreements of an Assignee contained in an Assignment Agreement shall benefit the assigning Lender thereunder, the other Lenders, the Administrative Agent and the Borrower in accordance with the terms of the Assignment Agreement. (c) The Administrative Agent shall maintain at its address referred to herein a copy of each Assignment Agreement delivered and consented to by the Lender and, where required, by gift or otherwise, any the Borrower and a register for recording the names and addresses of his Interest or any part the Lenders and the Commitment of all of his right, title and interest each Lender from time to time (the "Register"). The entries in the capital or profits Register shall be conclusive and binding for all purposes, absent manifest error. The Borrower, the Administrative Agent and each of the Partnership without Lenders may treat each Person whose name is recorded in the written consent Register as a Lender hereunder for all purposes of this Agreement, and need not recognize any Person as a Lender unless it is recorded in the General PartnerRegister as a Lender. No transfer The Register shall be available for inspection by any Lender or the Borrower at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of Interests may be made without an Assignment Agreement executed by an assigning Lender and an Assignee and approved by the written consent of Administrative Agent, and, where required, by the General Partner. No assignment or transfer will be permitted unless Borrower, the General Partner Administrative Agent shall, if the Assignment Agreement has been completed and is satisfied thatin the required form with such immaterial changes as are acceptable to the Administrative Agent: (i) record the assignment or transfer would not violate information contained therein in the Securities Act of 1933 or the laws of any state;Register; and (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written give prompt notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing thereof to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee other Lenders and the date Borrower, and provide them with an updated version of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerSchedule 5.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer The rights and estate of any party hereto may be assigned from time to time in whole or dispose of, by gift or otherwise, in part and as to any of his Interest or any part of all of his right, title and interest in the capital or profits of the Partnership without horizon subject to the written consent of the General PartnerLessor. No transfer ▇▇▇▇▇▇’s consent shall not be unreasonably withheld. Provided, however, that consent from the Lessor shall not be required in the event of Interests may be made without the written consent an assignment by Lessee: to an affiliate, subsidiary, or internal partner, joint venture partners or in consequence of a merger or amalgamation. All of the General Partnercovenants, obligations, and considerations of this Lease shall extend to and be binding upon the parties hereto, their heirs, successors, assigns, and successive assigns. No assignment by ▇▇▇▇▇▇ (or transfer will any assignee of Lessee) of all or any part of or interest in this Lease shall relieve ▇▇▇▇▇▇ (or any assignee of Lessee) of any liability for breach of any covenant, warranty or other obligation of Lessee hereunder, whether theretofore or thereafter accrued. Each assignee of all or any portion of the rights of Lessee hereunder agrees to be permitted unless bound by the General Partner is satisfied that: (i) provisions of this lease to the same extent as if such assignee were an original party to this Lease. Notwithstanding any assignment by ▇▇▇▇▇▇ of a segregated portion of this Lease, default by Lessee or any assignee or subassignee of Lessee in any covenant or condition in this Lease shall constitute default as to the entire Lease. Lessee shall prior to the assignment of this Lease or transfer would any part thereof notify Lessor of such assignment and furnish Lessor a true copy of any assignment. All notices to Lessee hereunder may be given to the Lessee named herein, despite the assignment of part or all of the Lease. No change or division in the ownership of the Leased Premises, royalties, or other moneys, or any part thereof, howsoever affected, shall increase the obligations or diminish the rights of Lessee, including, but not violate limited to, the Securities Act location and drilling of 1933 ▇▇▇▇▇ and the measurement of production. Notwithstanding any other actual or constructive knowledge or notice thereof to Lessee, its successors or assigns, no change or division in the ownership of the Leased Premises or of the royalties or other moneys, or the laws right to receive the same, howsoever effected, shall be binding upon the then record owner of any state; this Lease until thirty (ii30) notwithstanding days after there has been furnished to such assignment record owner at his or transferits principal place of business by Lessor or ▇▇▇▇▇▇’s heirs, successor, or assigns, notice of such change or division, supported by either originals or copies of the Partnership instruments which have been properly filed for record and which evidence such change or division, and of such court records and proceedings, transcripts, or other documents as shall continue to be classified as a partnership and not a corporation or association under necessary in the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from such record owner to establish the assignor validity of such change or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferordivision. If an assignment, transfer or disposition any such change in ownership occurs by reason of the death of a Limited Partner the Lessor, Lessee may nevertheless pay or assigneetender such royalties or other moneys, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partnerpart thereof, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerLessor.

Assignments. Each Limited Partner expressly agrees that he will not assignThis Agreement, transfer or dispose ofincluding any and all renewals, by gift or otherwiseextensions, any and amendments hereto, and all rights, title, and interests contained herein, shall be binding upon and inure to the benefit of his Interest the Parties hereto and their respective heirs, successors, and assigns, the assigns of all or any part of all of his Processor’s right, title and title, or interest in the capital Processor’s Facilities, and the assigns of all or profits any part of Producer’s Interests in the Partnership Dedicated Area, and each Party’s respective obligations hereunder shall be covenants running with the lands underlying or included in any such assets. Neither Party shall Transfer any of its rights or obligations under this Agreement without the prior written consent of the General Partner. No transfer other Party, which consent shall not be unreasonably withheld, delayed, or conditioned; provided, however, that either Party may Transfer any of Interests may be made its rights or obligations under this Agreement to any Affiliate of such Party without the prior written consent of the General Partnerother Party and that, in connection with a Transfer of all or any portion of the Dedicated Area, Producer shall Transfer its corresponding rights and obligations under this Agreement without the need for the prior written consent of Processor. No assignment Any Transfer of this Agreement shall expressly require that the assignee assume and agree to discharge the duties and obligations of its assignor under this Agreement, and the assignor shall be released from the duties and obligations arising under this Agreement which accrue after the effective date of such Transfer. Processor shall not Transfer its rights and interests in the Processor’s Facilities, in whole or transfer will be permitted in part, unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act transferee of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be interests agrees in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms and conditions of this Agreement. No Transfer of this Agreement or of any interest of either Party shall be binding on the other Party until such other Party has been notified in writing of such Transfer and authorizes the General Partnerfurnished with reasonable evidence of same. No such Transfer of this Agreement or of any interests of either Party shall operate in any way to enlarge, should they consent to the admission alter, or modify any obligation of the assignee as other Party hereto. Any Person that succeeds by purchase, merger, or consolidation with a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and Party hereto shall be subject to all the restrictions duties and liabilities obligations of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or its predecessor in interests under this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partner.

Assignments. 17.1.1 Each Limited Partner expressly agrees that he will not Lender may assign, transfer in whole or dispose ofin part, by gift or otherwise, any of his Interest or any part of all of his right, title its rights and interest obligations in the capital or profits respect of the Partnership without Credit to any other financial institution with the prior written consent of the General PartnerAgent (which consent shall not be unreasonably withheld), provided that, when no Event of Default has occurred and is continuing, (i) no such assignment (other than an assignment by Caisse as Lender) shall have the effect of increasing the Borrowers' cost of Borrowings hereunder without the prior consent of THC and (ii) if Caisse as Lender wishes to make any such assignment, Caisse shall use its best efforts in order that the assignment shall not have the effect of increasing the Borrowers' cost of Borrowings hereunder. For greater certainty, the expression "Borrowers' cost of Borrowings" shall incude the cost to the Borrowers of making additional payments as contemplated in Section 7.5. 17.1.2 No transfer of Interests such assignment may be made without if the written consent aggregate amount of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 assigning Lender's Commitment following such assignment, or the laws portion thereof which is assigned, is not at least $10,000,000 and in integral multiples of any state;$1,000,000. (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require 17.1.3 Any financial institution becoming an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason assignee of the death of a Limited Partner whole or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any part of the rights of a Limited PartnerLender and of its obligations towards the Borrowers in accordance with Section 17.1.1 shall become a Lender hereunder and this Agreement and the Commitment of the assignor shall be amended automatically. 17.1.4 A Lender which, except that in accordance with Section 17.1.1, assigns all or any part of its rights or obligations hereunder shall pay to the Agent on demand an assignment fee of $2,500 and all expenses, including but not limited to legal fees, incurred by the Agent in connection with such transfer. If as a result of such transfer, the Agent incurs any increased costs or additional expenses in connection with the performance of its duties hereunder, the assignee shall be entitled upon demand from time to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable time pay to the Partnership Agent such amount as provided shall compensate the Agent for any such reasonable increased costs or additional expenses (and the certificate of the Agent specifying the amount of such compensation shall be conclusive in the Actabsence of manifest error). 17.1.5 For the purposes of this Article 17, regardless Caisse, a pension fund and organizations performing similar functions shall be deemed to be financial institutions to the extent that such entities are authorized to make loans or purchase participations of whether his assignee becomes a substituted Limited Partnerthe nature contemplated in this Section 17 in the ordinary course of business.

Assignments. Each Limited Partner expressly agrees Subject to the consent of the Borrowers (provided, however, that he will no consent shall be required during the existence and continuation of an Event of Default) and of the Administrative Agent, which consent shall not assignbe unreasonably withheld, transfer each Lender may assign all or dispose ofa portion of its rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Exhibit M to one or more Eligible Assignees; provided that any such assignment shall be in a minimum aggregate amount of $5,000,000 of the Commitments and in integral multiples of $1,000,000 above such amount and that each such assignment shall be of a constant, by gift or otherwisenot varying, any of his Interest or any part percentage of all of his right, title the assigning Lender's rights and interest obligations under this Agreement. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth in the capital or profits preceding sentence and delivery to the Administrative Agent of written notice of the Partnership without the written consent assignment together with a transfer fee of $3,500 (or with respect to an assignment of the General Partner. No Canadian Revolving Loan Commitment, a transfer fee of Interests may be made without $1,750) payable to the written consent Administrative Agent for its own account; provided that any assignment of the General PartnerCanadian Revolving Loan Commitment shall require delivery of written notice of the assignment to the Canadian Agent together with a transfer fee of $1,750 payable to the Canadian Agent for its own account. No Upon the effectiveness of any such assignment, the assignee shall become a "Lender" for all purposes of this Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. Along such lines, the Borrowers agree that upon effectiveness of any such assignment and surrender of the appropriate Note or transfer Notes, it will be promptly provide to the assigning Lender and to the assignee separate promissory notes in the amount of their respective interests substantially in the form of the original Note (but with notation thereon that it is given in substitution for and replacement of the original Note or any replacement notes thereof). In addition to the assignments permitted unless under this Section 14.3(b), any Lender may (without notice to the General Partner is satisfied that:Borrowers, the Administrative Agent or any other Lender and without payment of any fee) (i) the assignment assign and pledge all or transfer would not violate the Securities Act any portion of 1933 or the laws of its Loans and its Notes to any state; Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank and (ii) notwithstanding assign all or any portion of its rights under this Agreement and its Loans and its Notes to an Affiliate. No such assignment, as set forth in the preceding sentence, shall release the assigning Lender from its obligations hereunder. By executing and delivering an assignment or transferagreement in accordance with this Section 14.3(b), the Partnership assigning Lender thereunder and the assignee thereunder shall continue be deemed to be classified confirm to and agree with each other and the other parties hereto as a partnership follows: (i) such assigning Lender warrants that it is the legal and not a corporation beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or association warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value 118 of this Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any member of the Consolidated Cott Group or the performance or observance by any member of the Consolidated Cott Group of any of its obligations under this Agreement, any of the Codeother Credit Documents or any other instrument or document furnished pursuant hereto or thereto; and (iii) such transfer assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Agents, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not cause taking action under this Agreement and the Partnership other Credit Documents; (vi) such assignee appoints and authorizes the Agents to become a publicly traded partnership take such action on its behalf and to exercise such powers under this Agreement or any other Credit Document as are delegated to the Code. The General Partner may require an opinion of counsel from Agents by the assignor terms hereof or transferor confirming (i)thereof, (ii) together with such powers as are reasonably incidental thereto; and (iiivii) above. All costs related to such transfer (including attorney’s fees) shall be borne by assignee agrees that it will perform in accordance with their terms all the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound obligations which by the terms of this Agreement and authorizes the General Partner, should they consent other Credit Documents are required to the admission of the assignee be performed by it as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerLender.

Assignments. Each Limited Partner expressly agrees that he will not assignUnder the conditions set out in this section, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the capital or profits of the Partnership without the written consent of the General Partner. No transfer of Interests this lease may be made without the written consent of the General Partnerassigned in whole or in part. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) Assignments shall be borne recorded in each county in which the leased premises are located and a certified copy of each such recorded assignment, certified by the assignor/transferor. If an assignmentCounty Clerk, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing sent to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and Land Office within ninety (90) days from the date of assignmentits recordation, shall include a statement accompanied by the assignee that he agrees appropriate filing fee. Failure to give file the above described written notice to required certified copies of an assignment in the General Partner upon any subsequent assignment and Land Office shall subject this lease to forfeiture. The filing fee due under this section shall be bound determined by the terms applicable statute and/or administrative rule in effect at the time the assignment is filed in the General Land Office. Upon any assignment of this Agreement and authorizes the General Partnerlease, should they consent to the admission of in whole or in part, the assignee as a substituted Limited Partner, will succeed to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all liabilities, claims, obligations, penalties, and the restrictions like, theretofore incurred by the assignor, including any liabilities to the State and liabilities the owner of his assignor; providedthe soil for unpaid royalties. However, howeversuch assignment will not have the effect of releasing the assignor from any liability, claim, obligation, penalty, or the like, theretofore accrued in favor of the State or the owner of the soil. In addition, upon any assignment of this lease, the assignee assumes, for the benefit of the State and the owner of the soil, the obligation to fulfill all provisions and covenants of this lease, both expressed and implied. Assignee, as used in this section, shall also include any successor, devisee, legal representative or heir of an assignee who acquires any right or obligation initially held by that a substituted Limited Partner assignee under this lease. Upon assignment of any divided part of this lease, whether divided by acreage, zone, horizon, vein, mineral or other similar method, said assigned interest shall become segregated from the remaining portion of this lease so that from the date of such assignment or assignments, the provisions hereof shall extend and be applicable severally and separately to each segregated portion of the land covered hereby and so assigned, so that performance or lack of performance of the provisions hereof as to any segregated portion of this lease shall not be benefit or prejudice any other segregated portion, to the same extent as if each segregated portion of the lands covered hereby are under separate leases. It is understood and agreed that the effect of such an assignment is to create two separate leases, both of which must comply with their lease terms in order to keep their leases in force. In the case of ownership or assignment of any undivided interest in this lease, no covenant or condition thereof, implied or expressed, is divisible. Anything less than complete compliance with said covenants or conditions shall render this lease subject to those liabilities forfeiture and/or termination as provided by the lease's provisions. If the owner of which he was ignorant at the soil acquires this lease in whole or in part by assignment, then, inter alia, this lease is void as of the time he became of assignment and the agency power of the owner of the soil may be forfeited by the COMMISSIONER as provided for by Texas Natural Resources Code §53.074. An assignment will be treated as if it were made to the owner of the soil if the assignee is: a substituted Limited Partner nominee of the owner of the soil; a corporation or subsidiary in which the owner of the soil is a principal stockholder or an employee of such a corporation or subsidiary; a partnership in which the owner of the soil is a partner or an employee of such a partnership; a principal stockholder or employee of the corporation which is the owner of the soil; a partner or employee of a partnership which is the owner of the soil; a fiduciary for the owner of the soil; including but not limited to a guardian, trustee, executor, administrator, receiver, or conservator for the owner of the soil; or a family member of the owner of the soil or anyone related to the owner of the soil by marriage, blood, or adoption. As is more fully set out in Texas Natural Resources Code §53.074, the owner of the soil owes the State a fiduciary duty and which could must fully disclose any facts affecting the State's interest in the leased premises. When the interests of the owner of the soil conflict with those of the State, the owner of the soil is obligated to put the State's interest before his/her personal interests. The foregoing is not be ascertained from exclusive. This lease is subject to all of the Certificate provisions of Limited Partnership or this Agreement. Each Limited Partner agrees that with Texas Natural Resources Code §53.074 and 31 Texas Administrative Code §10.5(b) (and their successors) and the consent administrative rules of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerLand Office.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the capital or profits of the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be ALTEGRIS QIM FUTURES FUND, L.P. Exhibit A - 8 borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partner.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in Any Lender may with the capital or profits of the Partnership without the prior written consent of the General Partner. No transfer Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an "Assignee") all or a portion of Interests may be made without its rights and obligations under this Agreement and the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or transfer would not violate the Securities Act an affiliate of 1933 or the laws of any state; another Lender; (ii) notwithstanding any partial assignment shall be in an amount at least equal to $10,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or transferif the Commitment has been terminated holds a Note having an outstanding principal balance, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i)at least $10,000,000, (ii) and (iii) above. All costs related to each such transfer (including attorney’s fees) assignment shall be borne effected by the assignor/transferormeans of an Assignment and Assumption Agreement. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described Unless Borrower gives written notice to Lender that it objects to the General Partner upon any subsequent proposed assignment (together with a written explanation of the reasons behind such objection) within ten (10) days following receipt of Lender’s written request for approval of the proposed assignment, Borrower shall be deemed to have approved such assignment Upon execution and delivery of an Assignment and Assumption Agreement and payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be deemed to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities obligations of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became Lender with a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except Commitment as set forth in such Assignment and Assumption Agreement, and the preceding sentencetransferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. If Upon the General Partner withholds consentconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an assignee shall not become a substituted Limited Partner and shall not have administrative fee for processing such assignment in the amount of $4,500. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital its respective Affiliates or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnersubsidiaries.

Assignments. Each Limited Partner expressly agrees that he will not assignAny Lender may, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in with the capital or profits of the Partnership without the prior written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; Administrative Agent, and (ii) notwithstanding such so long as no Default or Event of Default exists and except in the case of assignment to a Lender, an Affiliate of a Lender or transferan Approved Fund, the Partnership Borrower (which consent, in each case, shall continue not be unreasonably withheld (it being agreed that the Borrower’s withholding of consent to be classified an assignment which would result in (i) the Borrower having to pay amounts under Section 3.10. as a partnership and not a corporation result of the admission of an Assignee or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) the admission of an Assignee which refuses to receive confidential information subject to the confidentiality requirements set forth herein shall in each case be deemed to be reasonable)), at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement and the Notes (iiiwhich may include, subject to the limitations herein provided, all or a portion of its interest in the Loan); provided, however, (i) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death any partial assignment of a Limited Partner or assignee, written notice may be given by Lender’s interest in the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer Loan shall be in writing an amount at least equal to $10,000,000 (or, at any time that an Event of Default exists, the lesser of (x) $10,000,000 or (y) the entire amount of such Lender’s interest in the Loan), and (ii) each such assignment shall be effected by means of an Assignment and Assumption Agreement. Upon execution and delivery of such instrument and payment by such Assignee to such transferor Lender of an amount equal to the General Partner. The written notice required by this paragraph purchase price agreed between such transferor Lender and such Assignee, such Assignee shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and be deemed to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all obligations of a Lender with an interest in the restrictions and liabilities of his assignor; providedLoan, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in such Assignment and Assumption Agreement, and the preceding sentencetransferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. If Upon the General Partner withholds consentconsummation of any assignment pursuant to this subsection (c), an assignee the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangements so that (i) to the extent requested by the Assignee or transferor Lender, new Notes are issued to the Assignee and such transferor Lender, as appropriate and (ii) any Notes held by the transferor Lender are promptly returned to the Borrower for cancellation (and, to the extent not become a substituted Limited Partner and shall not have any of the rights of a Limited Partnerso returned, except that the assignee Borrower shall be entitled to receive that share a customary indemnity agreement of capital or profits and the type described in Section 2.11.(c)(ii)(A) from such transferor Lender). In connection with any such assignment, the transferor Lender shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable pay to the Partnership as provided Administrative Agent an administrative fee for processing such assignment in the Actamount of $4,500. Anything in this Section to the contrary notwithstanding, regardless no Lender may assign or participate any interest in any Loan held by it hereunder to any natural person or to the Borrower, the Parent Guarantor or any of whether his assignee becomes a substituted Limited Partnertheir respective Affiliates or Subsidiaries.

Assignments. Each Limited Partner expressly agrees Subject to the provisions of Section 8.7(i), each Lender may assign to one or more banks or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Advances owing to it and the Notes held by it); PROVIDED, HOWEVER, that he will not assign(i) except in the case of an assignment to a Person that, transfer immediately prior to such assignment, was a Lender or dispose of, by gift or otherwise, any of his Interest or any part an assignment of all of his righta Lender's rights and obligations under this Agreement, title and interest in the capital or profits amount of the Partnership without the written consent Advance of the General Partner. No transfer of Interests may be made without the written consent assigning Lender being assigned pursuant to each such assignment (determined as of the General Partner. No date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 and each such assignment or transfer will shall be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; to an Eligible Assignee, and (ii) notwithstanding the parties to each such assignment or transfershall execute and deliver to Agent, for its acceptance and recording in the Partnership Register, an Assignment and Acceptance, together with the Notes subject to such assignment and a processing and recordation fee of $2,500. A copy of such Assignment and Acceptance shall continue also be delivered to be classified as a partnership and not a corporation or association under the CodeBorrower; and (iii) PROVIDED, HOWEVER, that such transfer delivery to Borrower shall not cause be a condition of effectiveness of such Assignment and Acceptance. Upon such execution, delivery, acceptance and recording, from and after the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i)effective date specified in such Assignment and Acceptance, (iix) the assignee thereunder shall be a party hereto and, to the extent that rights and (iii) above. All costs related obligations hereunder have been assigned to it pursuant to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignmentAssignment and Acceptance, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers obligations of a Lender hereunder and shall (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be subject to released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the restrictions remaining portion of an assigning Lender's rights and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or obligations under this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become , such Lender shall cease to be a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnerparty hereto).

Assignments. Each Limited Partner expressly agrees that he will (a) The Obligors may not assign, assign or transfer or dispose of, by gift or otherwise, any of his Interest their rights under this Financing Agreement, the Promissory Note or any part of all of his right, title and interest in the capital or profits of the Partnership other Loan Documents without the prior written consent of the General Partner. No Lender, and any such assignment or transfer of Interests may be made without the Lender's prior written consent shall be null and void. The Lender shall have the right at any time to (i) assign or transfer to any Person all or a portion of its rights and obligations under this Financing Agreement and the other Loan Documents (including, without limitation, the Term Loan) and (ii) pledge the Term Loan and all of its rights under this Financing Agreement, the Promissory Note and the other Loan Documents to its lenders in support of borrowings made by the Lender from such lenders, in each case without the consent of the General Partner. No Obligors. (b) The Obligors shall, if necessary, execute any documents reasonably required to effectuate an assignment or transfer will be permitted unless by the General Partner is satisfied that: Lender contemplated by subparagraph (ia) above, including, without limitation, amendments to this Financing Agreement, the assignment Promissory Note or transfer would not violate any other Loan Document, as the Securities Act Lender shall reasonably deem necessary to effect the foregoing. In addition, at the request of 1933 the Lender and any such assignee or transferee, the laws Companies shall issue a new Promissory Note to such assignee or transferee and, if the Lender has retained any of any state; (ii) notwithstanding its rights and obligations hereunder following such assignment or transfer, to the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i)Lender, (ii) and (iii) above. All costs related to such transfer (including attorney’s feeswhich new Promissory Note(s) shall be borne issued in replacement of, but not in discharge of, the liability evidenced by the assignor/transferor. If an assignment, transfer or disposition occurs Promissory Note held by reason the Lender prior to such assignment and shall reflect the amount of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative respective amounts of the estate Term Loan of the Limited Partner Lender and the assignee or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for transferee after giving effect to such assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnertransfer.

Assignments. Each Limited Partner expressly agrees that he will not assignLender may assign to one or more Eligible ----------- Assignees all or a portion of its rights and obligations under this Agreement (including, transfer without limitation, all or dispose ofa portion of its Loans, by gift or otherwiseits Notes, any of his Interest or any part of all of his rightand its Commitments); provided, title and interest in the capital or profits of the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied however, that:: -------- ------- (i) the each such assignment or transfer would not violate the Securities Act of 1933 or the laws of any stateshall be to an Eligible Assignee; (ii) notwithstanding except in the case of an assignment to another Lender or an Approved Fund of any Lender or an assignment of all of a Lender's rights and obligations under this Agreement, any such partial assignment shall be in an amount at least equal to $1,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an integral multiple of $500,000 in excess thereof; (iii) each such assignment or transferby a Lender shall be of a constant, the Partnership shall continue to be classified as a partnership and not a corporation or association varying, percentage of all of its rights and obligations under this Agreement and the CodeNotes; and (iiiiv) the parties to such assignment shall execute and deliver to the remaining Lenders an assignment agreement in the form attached as Exhibit 8.05(b) hereto. Upon execution, delivery and acceptance of such assignment agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Agreement. Upon the consummation of any assignment pursuant to this Section 8.05(b), the assignor, the Lenders and the Borrowers shall make appropriate arrangements so that, if requested by such assigning Lender or its assignee, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrowers and the Lenders certification as to exemption from deduction or withholding of taxes. By executing and delivering an assignment agreement in accordance with this Section 8.05, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such transfer assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that it has received a copy of this Agreement, the other Loan Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee will independently and without reliance upon such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not cause taking action under this Agreement and the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) other Loan Documents; and (iiiF) above. All costs related to such transfer (including attorney’s fees) shall be borne by assignee agrees that it will perform in accordance with their terms all the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound obligations which by the terms of this Agreement and authorizes the General Partner, should they consent other Loan Documents are required to the admission of the assignee be performed by it as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerLender.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in Any Lender may with the capital or profits of the Partnership without the prior written consent of the General Partner. No transfer Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of Interests may be made without its rights and obligations under this Agreement and the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default shall exist or (y) in the case of an assignment to another Lender or transfer would not violate the Securities Act an affiliate of 1933 or the laws of any state; another Lender; (ii) notwithstanding any partial assignment shall be in an amount at least equal to $5,000,000 and after giving effect to such assignment the assigning Lender retains a Commitment, or transferif the Commitments have been terminated, the Partnership shall continue to be classified as holds a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require Note having an opinion outstanding principal balance, of counsel from the assignor or transferor confirming (i)at least $5,000,000, (ii) and (iii) aboveeach such assignment shall be effected by means of an Assignment and Assumption Agreement. All costs related Upon execution and delivery of such instrument and payment by such Assignee to such transfer (including attorney’s fees) transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and deemed to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities obligations of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became Lender with a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except Commitment as set forth in such Assignment and Assumption Agreement, and the preceding sentencetransferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. If Upon the General Partner withholds consentconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an administrative fee for processing such assignment in the amount of $4,500 ($7,500 in the case of any Defaulting Lender), including, without limitation, an assignee assignment by a Lender to another Lender. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of its respective Affiliates or subsidiaries. Borrower shall not become a substituted Limited Partner and shall not have be obligated to pay (i) any Lender’s syndication expenses in connection with the syndication of the rights Loan, or (ii) so long as no Default exists, the costs or expenses of a Limited Partnerany Lender other than ▇▇▇▇▇ Fargo. For clarity, except that Borrower shall pay any expenses of the assignee shall be entitled to receive that share Administrative Agent, in accordance with the terms of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnerthis Agreement.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in the capital or profits of the Partnership without the written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No (i) Any assignment or transfer will of this Lease shall be permitted unless made only if, and shall not be effective until, the General Partner is satisfied that: assignee shall execute, acknowledge and deliver to Landlord an agreement whereby the assignee shall assume, from and after the effective date of such assignment (ior, in the case of an Acquiring Entity or a Successor Entity (as such terms are defined in Section H hereof), from and after the Commencement Date) the assignment obligations of this Lease on the part of Tenant to be performed or transfer would not violate observed and whereby the Securities Act assignee shall agree that the provisions of 1933 or the laws of any state; (ii) this Article 77 shall, notwithstanding such assignment or transfer, the Partnership shall continue to be classified as binding upon such assignee in respect of all future assignments and transfers. The Named Tenant and any subsequent assignor of this Lease covenants that, notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of any of the Minimum Rent and/or Additional Rent by Landlord from an assignee, transferee, or any other party, the Named Tenant (and any subsequent assignor of this Lease) shall remain fully liable for the payment of the Minimum Rent and Additional Rent and for the other obligations of this Lease on the part of Tenant to be performed or observed. The joint and several liability of Tenant and any immediate or remote successor in interest of Tenant and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed shall not be discharged, released or impaired in any respect by any agreement or stipulation made by Landlord extending the time of, or modifying any of the obligations of, this Lease, or by any waiver or failure of Landlord to enforce any of the obligations of this Lease. The listing of any name other than that of Tenant, whether on the doors of the Premises or the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises. (ii) In addition, it shall be a partnership condition of the occurrence of an assignment to an Acquiring Entity or a Successor Entity that: a. Such entity shall, immediately following the assignment, have (i) current assets of at least $995 million; (ii) a net worth of at least $995 million; and (iii) a market capitalization of at least $4.4 billion (except that if the Acquiring Entity or Successor Entity is not a corporation or association under publicly traded entity, then the Codeterms of clause (iii) shall not apply), all computed in accordance with generally accepted accounting principles (the foregoing known collectively as the “Financial Criteria”), which the parties agree is the approximate Financial Criteria applicable to Tenant as of June 30, 2004; and a. Landlord shall have been delivered, at least ten (10) business days prior to the effective date of such assignment, proof reasonably satisfactory to Landlord that the assignee will meet the Financial Criteria, as evidenced by financial statements prepared by the assignee’s independent certified public accountant in a form reasonably satisfactory to Landlord. (iii) such transfer shall not cause Subject to the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming terms herein, (i)) a transfer (however accomplished, whether in a single transaction or in a series of unrelated transactions) of stock (or any other mechanism such as the issuance of additional stock, a stock voting agreement, or changes in class or classes of stock) which results in a change of control of Tenant, and (ii) and (iii) above. All costs related to such a transfer (including attorney’s feesby one or more transfers) of an interest in the distributions of profits and losses of any partnership or joint venture (or any other mechanism such as the creation of additional general partnership or limited partnership interests) which results in a change of control of Tenant shall be borne by the assignor/transferor. If deemed an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited PartnerLease, except that the assignee transfer of the outstanding capital stock of Tenant by persons or parties though the “over the counter market” or through any recognized stock exchange, (other than those deemed “insiders” within the meaning of the Securities Exchange Act of 1934, as amended) shall not be entitled deemed an assignment of this Lease. For purposes of this Article 77, the term “control” shall mean, (1) ownership or voting control, directly or indirectly, of more than fifty (50%) percent of the outstanding voting stock of a corporation or other majority equity interest if Tenant is not a corporation, or (2) an interest which includes the ability to receive that share control the management of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Actapplicable entity, regardless of whether his assignee becomes including without limitation, a substituted Limited Partnergeneral partner interest.

Assignments. Each Limited Partner expressly agrees that he will not assignAny Lender may make one or more assignments of its rights, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title interests and obligations in the Loans (together with a pro rata interest in its Commitment) to one or more assignees (the capital or profits of “Assignee”) with the Partnership without the prior written consent of the General Partner. No transfer of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees) shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner Borrower (which consent may will not be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 unreasonably withheld at its sole and absolute discretionor delayed), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner any Lender may, subject to the limitations contained herein below in this Section 11.8(a), assign to another Lender any portion of its Loans or Commitments without the prior written consent of Borrower or Agent; provided further, however, that Borrower shall not be subject obligated to those liabilities pay the costs and expenses of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership any assigning Lender or this Agreementany Assignee in connection with any such assignment. Each Limited Partner agrees that such Assignee shall become a party to this Agreement as a “Lender” upon: (i) the execution of an amendment to this Agreement or the execution of a supplemental assignment and acceptance agreement with the assigning Lender, the Assignee, Agent, and, in the event Borrower’s prior written consent to such assignment is required, Borrower; (ii) the notification of Borrower and Agent by the assigning Lender of the General Partner any assignee may become identity of the Assignee and the amount of the Loans or Commitment assigned; and (iii) the payment to Agent, for its own account, of a substituted Limited Partner without processing and recordation fee of $3,000; whereupon, from and after the further act or consent effective date of any Limited Partnersuch assignment as designated by Agent, the assigning Lender shall be released and discharged from, and such Assignee shall assume, all rights, duties and obligations with respect to the interest so assigned. Each Limited Partner agrees that he or she has no right Any such assignment shall be made pro rata according to consent all of such Lender’s Loans and its Commitment. At such time, the Commitment amounts referenced herein shall be modified to reflect the pro rata share of the Commitment of such new Lender and will not consent of the existing Lenders. In addition, Borrower will, in exchange for the assigning Lender’s existing Notes issue new Notes hereunder to such new Lender and to the assigning Lender in conformity with the requirements of this Agreement in order to reflect their revised pro rata shares of the Commitment and, if applicable, Loans. The Notes received by Agent in exchange for such new Notes shall be cancelled and returned to Borrower. Any partial assignment under this Agreement (other than to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any Affiliate of the rights of a Limited Partner, except that the assignee assigning Lender or to any other Lender) shall be entitled in a minimum amount equal to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partner$5,000,000.

Assignments. (a) Each Limited Partner expressly of the Agents, the Loan Parties and the Liquidity Banks hereby agrees that he will not assignand consents to the complete or partial assignment by each Conduit of all or any portion of its rights under, transfer interest in, title to and obligations under this Agreement to the Liquidity Banks in its Group pursuant to its Liquidity Agreement. (b) Any Liquidity Bank may at any time and from time to time assign to one or dispose ofmore Eligible Assignees (each, by gift or otherwise, any of his Interest a "Purchasing Liquidity Bank") all or any part of all of his right, title its rights and interest obligations under this Agreement pursuant to an assignment agreement substantially in the capital or profits form set forth in Exhibit VII hereto (an "Assignment Agreement") executed by such Purchasing Liquidity Bank and such selling Liquidity Bank; provided, however, that any assignment of a Liquidity Bank's rights and obligations hereunder shall include a pro rata assignment of its rights and obligations under the Partnership without the written applicable Liquidity Agreement. The consent of the General Partnerapplicable Conduit shall be required prior to the effectiveness of any such assignment by a Liquidity Bank in such Conduit's Group. No transfer Each assignee of Interests may be made without the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: a Liquidity Bank must (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; be an Eligible Assignee and (ii) notwithstanding agree to deliver to the applicable Co-Agent, promptly following any request therefor by the applicable Co-Agent or the applicable Conduit, an enforceability opinion with respect to such assignment or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association Liquidity Banks obligations under the Code; and (iii) Transaction Documents to which such transfer shall not cause the Partnership to become Liquidity Bank would be a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i), (ii) party in form and (iii) above. All costs related substance satisfactory to such transfer (including attorney’s fees) Co-Agent and such Conduit. Upon delivery of an executed Assignment Agreement to the applicable Co-Agent, such selling Liquidity Bank shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee released from its obligations hereunder and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing under applicable Liquidity Agreement to the General Partnerextent of such assignment. The written notice required by this paragraph Thereafter the Purchasing Liquidity Bank shall specify the name and address of the assignee and the date of assignment, shall include for all purposes be a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Liquidity Bank party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole applicable Liquidity Agreement and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers obligations of a Liquidity Bank hereunder and thereunder to the same extent as if it were an original party hereto and thereto and no further consent or action by Borrower, the Lenders or the Agents shall be subject required. The applicable Agent shall give the Borrower prior notice of the name of any assignee of a Liquidity Bank in such Co-Agent's Group and the name(s) of the selling Liquidity Bank(s) and the amounts assigned by each selling Liquidity Bank. (c) Each of the Liquidity Banks agrees that in the event that it shall suffer a Downgrading Event, the applicable Co-Agent shall promptly notify Borrower and such Downgraded Liquidity Bank shall be obliged, at the request of the applicable Conduit, the applicable Co-Agent or Borrower, to (i) collateralize its Commitment and its Liquidity Commitment in a manner acceptable to the applicable Co-Agent, or (ii) assign all of its rights and obligations hereunder and under the restrictions applicable Liquidity Agreement to an Eligible Assignee nominated by the applicable Co-Agent or a Loan Party and liabilities acceptable to the applicable Conduit and willing to participate in this Agreement and such Liquidity Agreement through the Liquidity Termination Date in the place of his assignorsuch Downgraded Liquidity Bank; providedprovided that the Downgraded Liquidity Bank receives payment in full, howeverpursuant to an Assignment Agreement, of an amount equal to such Liquidity Bank's Pro Rata Share of such Liquidity Bank's Group's Percentage of the Obligations owing to the Liquidity Banks of such Group; provided further that a substituted Limited Partner if either conditions set forth above in clause (i) or (ii) is not met with respect in such Downgraded Liquidity Bank, the Liquidity Termination Date shall not be subject occur if (A) the Groups that do not have a Downgraded Liquidity Bank as a member elect to those liabilities increase their Conduit Allocation Limit and the related Liquidity Commitments in such amounts that total the then existing Aggregate Commitment, (B) the Aggregate Commitment is reduced by an amount equal to the commitments of which he was ignorant at the time he became a substituted Limited Partner Liquidity Banks in such Downgraded Liquidity Bank's Group, or (C) another Conduit Group agrees to replace such Downgraded Liquidity Bank's Conduit Group on the terms and which could not be ascertained from conditions set forth herein (except for any amendments or modifications as are acceptable to the Certificate remaining Conduit Groups, in their sole discretion), in each case, prior to the end of Limited Partnership or this Agreement. Each Limited Partner agrees that the thirty day period set forth in the definition of "Liquidity Termination Date" and with the consent of the General Partner remaining Conduit Groups (which consent shall be in such Conduit Group's sole discretion). (d) No Loan Party may assign any assignee may become a substituted Limited Partner of its rights or obligations under this Agreement without the further act or prior written consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any each of the rights Agents and each of a Limited Partnerthe Lenders and without satisfying the Rating Agency Condition, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnerif applicable.

Assignments. Each Limited Partner expressly agrees that he will not assignIn addition to the assignments permitted by Section 11.3(a), transfer or dispose ofeach Lender may, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in with the capital or profits of the Partnership without the prior written consent of the General Partner. No transfer of Interests may be made without Borrowers, the written Issuing Lender and the Administrative Agent (provided that no consent of the General Partner. No Borrowers shall be required during the existence and continuation of an Event of Default), which consent shall not be unreasonably withheld or delayed, assign all or a portion of its rights and obligations hereunder pursuant to an assignment agreement substantially in the form of Exhibit 11.3 to one or transfer will be permitted unless the General Partner is satisfied that: more Eligible Assignees; provided that (i) any such assignment shall be in a minimum aggregate amount of $5,000,000 of the assignment or transfer would not violate the Securities Act Commitments and in integral multiples of 1933 $1,000,000 above such amount (or the laws remaining amount of any state; Commitments held by such Lender) and (ii) notwithstanding each such assignment or transfershall be of a constant, not varying, percentage of all of the assigning Lender's rights and obligations under the Commitment being assigned. Any assignment hereunder shall be effective upon satisfaction of the conditions set forth above and delivery to the Administrative Agent of a duly executed assignment agreement together with a transfer fee of $3,500 payable to the Administrative Agent for its own account. Upon the effectiveness of any such assignment, the Partnership assignee shall continue become a "Lender" for all purposes of this Credit Agreement and the other Credit Documents and, to the extent of such assignment, the assigning Lender shall be classified relieved of its obligations hereunder to the extent of the Loans and Commitment components being assigned. The Borrowers agree that upon notice of any assignment to an assignee that was not theretofore a Lender, they will promptly provide to such assignee a new Note. Each Lender agrees that, in the event it assigns all of its Commitment hereunder, it shall promptly return the Note or Note(s) executed by the Borrowers in its favor. By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as a partnership follows: (i) such assigning Lender warrants that it is the legal and not a corporation beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or association warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the Codeother Credit Documents or any other instrument or document furnished pursuant hereto or thereto; and (iii) such transfer assigning Lender and such assignee each represents and warrants that it is legally authorized to enter into such assignment agreement; (iv) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (v) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not cause taking action under this Credit Agreement and the Partnership other Credit Documents; (vi) such assignee appoints and authorizes the Administrative Agent to become a publicly traded partnership take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Code. The General Partner may require an opinion of counsel from Administrative Agent by the assignor terms hereof or transferor confirming (i)thereof, (ii) together with such powers as are reasonably incidental thereto; and (iiivii) above. All costs related to such transfer (including attorney’s fees) shall be borne by assignee agrees that it will perform in accordance with their terms all the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound obligations which by the terms of this Credit Agreement and authorizes the General Partner, should they consent other Credit Documents are required to the admission of the assignee be performed by it as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited PartnerLender.

Assignments. Each Limited Partner expressly agrees BOG shall execute an Assignment in favor of Middle Bay covering each Subject Well that he will not assignis Completed as a producer of oil, transfer or dispose ofgas and/or associated hydrocarbons; any such Assignment shall be made on the later to occur of (i) thirty business days after the end of the calendar quarter during which the Subject Well was Completed, by gift or otherwise, any and (ii) thirty business days after BOG secures assignment from a third party of his Interest all or any part portion of all of his right, title and the interest in the capital or profits Subject Well it is obligated to assign to Middle Bay hereunder. Under each Assignment, BOG shall assign to Middle Bay an undivided 12.5% interest in and to the BOG Properties related to (A) the wellbore of any particular Subject Well that is Completed as a producer of oil, gas and/or associated hydrocarbons, and in and to the Partnership without right to produce oil, gas and/or associated hydrocarbons therefrom, and (B) subject to the written consent of limitations and restrictions set forth in subsection 9(b), below, the General PartnerDrilling and Production Unit allocable to such Subject Well. No transfer of Interests may Each Assignment shall be made without effective on or before the written consent date of first production from the General Partner. No assignment or transfer will Subject Well under instrument in substantially the form attached hereto as Exhibit C. Notwithstanding any provision hereof to the contrary, BOG shall not be permitted unless obligated to execute any Assignment to Middle Bay hereunder upon the General Partner is satisfied that: (i) occurrence and during the assignment or transfer would not violate the Securities Act continuance of 1933 or the laws a material breach by Middle Bay of any state; (ii) notwithstanding such assignment representation, warranty, covenant or transfer, the Partnership shall continue to be classified as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Codeother agreement herein contained. The General Partner may require an opinion of counsel from interest assigned to Middle Bay under any Assignment (the assignor or transferor confirming (i), (ii) and (iii) above. All costs related to such transfer (including attorney’s fees"Assigned Interests") shall be borne burdened by an overriding royalty interest in favor of BOG (the assignor/transferor. If an assignment, transfer or disposition occurs by reason "BOG ORRI") in the same proportions as the interests of the death participants under the BOG Participation Agreement(s) relating to such Assigned Interests are burdened by an overriding royalty interest created or reserved in favor of a Limited Partner or assigneeBOG pursuant to the applicable BOG Participation Agreement(s). The BOG ORRI shall be calculated in the same manner, written notice may be given by and shall bear the duly authorized representative same costs, expenses and taxes, as the overriding royalty interest of BOG burdening the interests of the estate of other participants under the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignorBOG Participation Agreements; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If event that the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have BOG ORRI would reduce Middle Bay's net revenue interest in any of the BOG Properties included within the Drilling and Production Unit of a Subject Well below 75%, proportionately reduced to Middle Bay's interest in the BOG Properties, with respect to those BOG Properties the amount of the BOG ORRI shall be reduced to an amount that is equal to the positive difference, if any, between 25% and the total of all existing royalty and overriding royally interests burdening such BOG Properties. Any Assigned Interests shall further bear their proportionate share of any (i) rights of reversion or conversion in favor of third parties that do or may result in the reduction of BOG's interest in the Assigned Interests or the alteration of such interest (e.g. a Limited Partnerback-in right under a farmout), except that the assignee shall be entitled to receive that and (ii) royalties, overriding royalties, production payments and any other burdens against BOG's interest in, or share of capital or profits and shall have production from, the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable Assigned Interests, to the Partnership extent same are in existence or owing under documentation in existence as provided in of the Act, regardless of whether his assignee becomes a substituted Limited Partnerdate the Assignment is made.

Assignments. Each Limited Partner expressly agrees that he will not assignThis Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, transfer interests or dispose of, obligations under this Agreement shall be assigned by gift any of the Parties (whether by operation of Law or otherwise, any of his Interest or any part of all of his right, title and interest in the capital or profits of the Partnership ) without the prior written consent of the General PartnerA.M. Castle Parties and the Requisite Commitment Parties. No transfer of Interests Notwithstanding the immediately preceding sentence, any Commitment Party’s rights, obligations or interests hereunder may be made without freely assigned, delegated or transferred, in whole or in part, by such Commitment Party, to (%3) any other Commitment Party, (%3) any Affiliate of a Commitment Party, (%3) any Related Fund of a Commitment Party or (%3) any other Person not referred to in clause (a), clause (b) or clause (c) above so long as such Person is approved in writing by the written consent of the General Partner. No assignment Requisite Commitment Parties prior to such assignment, delegation or transfer will be permitted unless (for purposes of this clause (d), the General Partner is satisfied that: (i) the assignment or transfer would not violate the Securities Act of 1933 or the laws of any state; (ii) notwithstanding Commitment Party proposing to make such assignment assignment, delegation or transfer, and all of its Affiliates and Related Funds, shall be deemed to a be Defaulting Commitment Party for purposes of the Partnership shall continue definition of “Requisite Commitment Parties”); provided, that (x) any such assignee assumes the obligations of the assigning Commitment Party hereunder and agrees in writing prior to such assignment to be classified bound by the terms hereof in the same manner as a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require an opinion of counsel from the assignor or transferor confirming (i)assigning Commitment Party, (iiy) any assignee of a Commitment must be an Accredited Investor and (iiiz) above. All costs related to such transfer (including attorney’s fees) no Commitment Party shall be borne permitted to assign its Commitment except in connection with a transfer of First Lien Secured Debt Claims permitted by the assignor/transferorRestructuring Support Agreement. If an assignmentFollowing any assignment described in the immediately preceding sentence, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may Schedule 1 hereto shall be given updated by the duly authorized representative of A.M. Castle Parties (in consultation with the estate of assigning Commitment Party and the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing assignee) solely to the General Partner. The written notice required by this paragraph shall specify reflect the name and address of the applicable assignee or assignees and the date of assignmentCommitment Percentage that shall apply to such assignee or assignees, shall include a statement by the assignee that he agrees to give the above described written notice and any changes to the General Partner upon any subsequent assignment and to be bound by the terms of this Agreement and authorizes the General Partner, should they consent Commitment Percentage applicable to the admission of assigning Commitment Party. Any update to Schedule 1 hereto described in the assignee as a substituted Limited Partner, to sign such assignee’s name to this Agreement and to immediately preceding sentence shall not be deemed an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that Notwithstanding the foregoing or any other provisions herein, unless otherwise agreed in any instance by the A.M. Castle Parties and the other Commitment Parties, no such assignment will relieve the assigning Commitment Party of its obligations hereunder with the consent of the General Partner respect to its Commitment if any such assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right fails to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except as set forth in the preceding sentence. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnerperform such obligations.

Assignments. Each Limited Partner expressly agrees that he will not assign, transfer or dispose of, by gift or otherwise, any of his Interest or any part of all of his right, title and interest in Any Lender may with the capital or profits of the Partnership without the prior written consent of the General Partner. No transfer Administrative Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of Interests may be made without its rights and obligations under this Agreement and the written consent of the General Partner. No assignment or transfer will be permitted unless the General Partner is satisfied that: Notes; provided, however, (i) no such consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y) in the case of an assignment to another Lender or transfer would not violate the Securities Act an affiliate of 1933 or the laws of any state; another Lender; (ii) notwithstanding any partial assignment shall be in an amount at least equal to $5,000,000.00 and after giving effect to such assignment the assigning Lender retains a Commitment, or transferif the Commitments have been terminated, the Partnership shall continue to be classified as holds a partnership and not a corporation or association under the Code; and (iii) such transfer shall not cause the Partnership to become a publicly traded partnership under the Code. The General Partner may require Note having an opinion outstanding principal balance, of counsel from the assignor or transferor confirming (i)at least $5,000,000.00, (ii) and (iii) aboveeach such assignment shall be effected by means of an Assignment and Assumption Agreement. All costs related Upon execution and delivery of such instrument and payment by such Assignee to such transfer (including attorney’s fees) transferor Lender of an amount equal to the purchase price agreed between such transferor Lender and such Assignee, such Assignee shall be borne by the assignor/transferor. If an assignment, transfer or disposition occurs by reason of the death of a Limited Partner or assignee, written notice may be given by the duly authorized representative of the estate of the Limited Partner or assignee and shall be supported by proof of legal authority as may reasonably be requested by the General Partner. Any request for assignment or transfer shall be in writing to the General Partner. The written notice required by this paragraph shall specify the name and address of the assignee and the date of assignment, shall include a statement by the assignee that he agrees to give the above described written notice to the General Partner upon any subsequent assignment and deemed to be bound by the terms of this Agreement and authorizes the General Partner, should they consent to the admission of the assignee as a substituted Limited Partner, to sign such assignee’s name Lender party to this Agreement and to an amendment to the Partnership’s Certificate of Limited Partnership (should such an amendment be advisable) as such assignee’s attorney-in-fact. The General Partner may, in its sole discretion, waive receipt of the above described notice or waive any defect therein. No assignee, except upon consent of the General Partner (which consent may be w▇▇▇▇▇ futures fund, l.p. (us) EXHIBIT A7 withheld at its sole and absolute discretion), may become a substituted Limited Partner nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to withdraw any capital or profits from the Partnership except by redemption of Interests. A substituted Limited Partner shall have all the rights and powers and shall be subject to all the restrictions and liabilities obligations of his assignor; provided, however, that a substituted Limited Partner shall not be subject to those liabilities of which he was ignorant at the time he became Lender with a substituted Limited Partner and which could not be ascertained from the Certificate of Limited Partnership or this Agreement. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without the further act or consent of any Limited Partner. Each Limited Partner agrees that he or she has no right to consent to and will not consent to any person or entity becoming a substituted Limited Partner, except Commitment as set forth in such Assignment and Assumption Agreement, and the preceding sentencetransferor Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. If Upon the General Partner withholds consentconsummation of any assignment pursuant to this subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as appropriate. In connection with any such assignment, the transferor Lender shall pay to the Administrative Agent an assignee shall not become a substituted Limited Partner and shall not have administrative fee for processing such assignment in the amount of $4,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or participate any interest in any Loan held by it hereunder to the Borrower, or any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital its respective Affiliates or profits and shall have the right of redemption to which his assignor would otherwise have been entitled. An assigning Limited Partner shall remain liable to the Partnership as provided in the Act, regardless of whether his assignee becomes a substituted Limited Partnersubsidiaries.