Common use of Non-Assignability Clause in Contracts

Non-Assignability. (a) If any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.

Non-Assignability. (a) If The rights and obligations of Seller under the Transaction Documents and under any Contract, Transferred Equity Interest Transaction shall not be assigned by Seller without the prior written consent of Buyer. (b) Buyer shall be entitled to assign its rights and obligations under the Transaction Documents and/or under any Transaction to any other Person or issue one or more participation interests with respect to any interest therein), Permit or other asset, which by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 all of the Bankruptcy CodeTransactions and, in connection therewith, may bifurcate or allocate (i.e. senior/subordinate) amounts due to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the ClosingBuyer; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to participations, Seller shall not be obligated to deal directly with any party other than Buyer or to pay or reimburse Buyer for any costs that would not have been incurred by Buyer had no participation interests in such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties theretoTransactions been issued; provided, howeverfurther, that without limiting Buyer’s right to assign or participate the Transactions, in the event of any such efforts described assignment or participation, Buyer shall remain as the agent for all assignees or participants and Seller shall not be obligated to interact with any party other than Buyer regarding this Agreement and the Transaction Documents. Notwithstanding anything to the contrary in clauses (i) through (iii) above this Agreement, so long as no Event of Default shall have occurred and be made only with continuing, Buyer shall not assign or participate the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect Transactions to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedPerson specified in Annex II. (c) If Purchaser is provided Subject to the benefits of foregoing, the Transaction Documents and any Non-Assignable Asset pursuant Transactions shall be binding upon and shall inure to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof parties and their respective successors and assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required hereinTransaction Documents and their respective successors, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (benefit or any other interest therein)legal or equitable right, Permit power, remedy or other asset, which by claim under the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase PriceTransaction Documents.

Non-Assignability. (a) If The rights and obligations of Sellers under the Transaction Documents and under any Contract, Transferred Equity Interest Transaction shall not be assigned by Sellers without the prior written consent of Buyer. (b) Buyer shall be entitled to assign its rights and obligations under the Transaction Documents and/or under any Transaction or issue and/or sell participation interests therein to any interest therein), Permit other Person or other asset, which by the terms of this Agreement, is intended issue one or more participation interests with respect to be included in the Purchased Assets is determined not capable of being assigned any or transferred (whether pursuant to Sections 363 or 365 all of the Bankruptcy CodeTransactions and, in connection therewith, may bifurcate or allocate (i.e. senior/subordinate) amounts due to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the ClosingBuyer; provided, however, that neither (A) in connection with any assignment, unless an Event of Default has occurred and is continuing, (i) the proposed transferee shall be a Qualified Transferee that is not a Prohibited Transferee or an Affiliate of a Prohibited Transferee, and (ii) Buyer will retain administrative responsibility under the Transaction Documents, and (B) in connection with any issuance or sale of a participation interest, unless an Event of Default has occurred and is continuing, (i) the proposed participant shall be a Qualified Transferee that is not a Prohibited Transferee or an Affiliate of a Prohibited Transferee, (ii) Buyer shall retain control and authority over its rights and obligations under the Transaction Documents and any Transaction, (iii) Sellers nor Purchaser shall not be obligated or required to deal directly or indirectly with any Person other than Buyer, and (iv) Sellers shall not be charged for, incur or be required to make reimburse Buyer or any expenditure, incur other Person for any Liability, agree costs or expense relating to any modification such participation interest or to pay or reimburse Buyer for any Contract costs that would not have been incurred by Buyer had no participation interests in such Transactions been issued or forego or alter any rights in sold. In connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one any assignment or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties participation under this Section 2.4(b19(b), Buyer may request in writing that Sellers certify within five (5) until Business Days that a proposed counterparty is or is not an Affiliate of a Prohibited Transferee; provided that if Sellers do not provide their certification within such consent is obtainedtime period, such counterparty shall be deemed to not be a Prohibited Transferee and Buyer may proceed with such assignment or participation under this Section 19(b). (c) If Purchaser is provided Buyer, acting solely for this purpose as an agent of Sellers, shall maintain at one of its offices in the benefits United States, a copy of any Non-Assignable Asset each such assignment and assumption delivered to it and a register for the recordation of the names and addresses of Buyers, and the amounts (and stated interest) owing to, each Buyer pursuant to Section 2.4(b)the terms hereof from time to time. The entries in the register shall be conclusive absent manifest error, Purchaser and Sellers and Buyer shall perform, on behalf of treat each Person whose name is recorded in the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform register pursuant to the extent required herein, Sellers, without waiving terms hereof as a Buyer hereunder for all purposes of this Agreement. The register shall be available for inspection by Sellers and Buyer at any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure reasonable time and from time to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately time upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers)reasonable prior notice. (d) For If Buyer sells a participation interest pursuant to Section 19(b), it shall, acting solely for this purpose as an agent of Sellers, maintain a register on which it enters the avoidance name and address of doubteach participant and the principal amounts (and stated interest) of each participant’s interest herein or obligations under the Transaction Documents, provided, that Buyer shall have no obligation to disclose all or any portion of the inability register (including the identity of any Contract, Transferred Equity Interest (participant or any other information relating to a participant’s interest therein)in any obligations under any Transaction Document) to any Person except to Sellers or to the extent that such disclosure is necessary to establish that such commitment, Permit loan, letter of credit or other assetobligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the register shall be conclusive absent manifest error, which by and Buyer and Sellers shall treat each Person whose name is recorded in the terms register as the owner of such participation interest for all purposes of this Agreement is intended notwithstanding any notice to the contrary. (e) Subject to the foregoing, the Transaction Documents and any Transactions shall be included binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in the Purchased Assets to be assigned Transaction Documents, express or transferred to Purchaser at the Closing implied, shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment Person, other than the parties to the Purchase PriceTransaction Documents and their respective successors, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents.

Non-Assignability. (a) If Subject to Article 17(b) below, Seller may not assign any Contract, Transferred Equity Interest (of its rights or any interest therein), Permit or other asset, which by the terms of obligations under this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing Agreement without the prior written consent of another party thereto, the issuer thereof Buyer and any attempt by Seller to assign any of its rights or any third party (including a Governmental Authority) (“Non-Assignable Assets”), obligations under this Agreement without the prior written consent of Buyer shall not constitute an assignment thereofbe null and void. Buyer may, or an attempted assignment thereof, unless and until any such without consent is obtained. Subject of Seller (other than with respect to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closinga Prohibited Transferee; provided, however, that neither Sellers nor Purchaser Buyer shall not be required subject to make any expendituresuch limitation if an Event of Default has occurred and is continuing), incur any Liability, agree sell to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a partybanks, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best effortsfinancial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at no cost any time and from time to Sellerstime, assign to any Person (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties theretoother than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such efforts described transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) above of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be made only with collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the consentforegoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect (C) has acquired an interest equal to any Nonor greater than twenty-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease five percent (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations25%) of the applicable Seller thereunder entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or in connection therewith arising from authority) and after the Closing Date shall only be held by one such Assignee (and if Purchaser fails to perform not multiple Assignees). Notwithstanding anything to the extent required contrary contained herein, Sellersthe preceding sentence shall not apply to any assignments, without waiving sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (Purchased Assets or any other interest therein)of Buyer under this Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, Permit transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other assetmodifications to, which by the terms of this Agreement is intended in order to be included in the Purchased Assets give effect to be assigned such assignment, transfer or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Pricesale.

Non-Assignability. (a) If This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which by party hereto without the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 express prior written consent of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best effortsother parties, and Purchaser shall use reasonable best efforts to cooperate with Sellersany attempted assignment, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets beforewithout such consents, at or after the Closingwill be null and void; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or Person who acquires any Restricted Securities from any Securityholder in compliance with the terms hereunder: (a) such Securityholder making such Transfer shall, prior to such Transfer, furnish to the Closing Date, Purchaser shall enter into a sublease containing Company written notice of the same terms name and conditions as address of such lease (unless such lease by its terms prohibits such subleasing arrangement)transferee, and entry into (b)(i) in the case of any Transfer from BLUM, (A) if such Person acquires a majority ox xxe Common Stock beneficially owned by BLUM, BLUM shall have the right to assign to sxxx Pexxxx all of the rights and compliance with obligations of BLUM hereunder, (B) if such sublease Person acquires lexx xhan a majority of the Common Stock beneficially owned by BLUM, such Person shall satisfy assume and be entitled xx all of the rights and obligations of a BLUM Holder under Article III hereof, and (C) xx xny case, such Person shall execute and deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (ii) in the case of an assignment by BLUM of its rights pursuant to Section 2.2 herxxx, such assignee or assignees shall assume and be entitled to all of the rights and obligations of a BLUM Holder under Article III hereof and shall xxxcutive and deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (iii) in the case of any Transfer from any of the FS Parties, (A) such Person shall assume all of the rights and obligations of an FS Party hereunder and shall execute and deliver to the Company an Assumption Agreement, and (B) in addition, if such Person acquires a majority of the Common Stock beneficially owned by the FS Entities at the time of such transfer and following such acquisition such Person beneficially owns at least 10% of the outstanding Common Stock, the FS Entities shall have the right to assign to such Person all of the rights and obligations of the Parties FS Entities under Section IV of this Section 2.4(bAgreement, (iv) until such consent is obtained. (c) If Purchaser is provided in the benefits case of any Transfer from a DLJ Party, such Person shall assume and be entitled to all of the rights and obligations of a DLJ Party hereunder and execute and deliver to the Company an Assumption Agreement, (v) in the case of any Transfer from an Other Non-Assignable Asset pursuant Management Party, such Person shall assume and be entitled to Section 2.4(b), Purchaser shall perform, on behalf all of the applicable Sellerrights and obligations of an Other Non- Management Party hereunder and execute and deliver to the Company an Assumption Agreement, for and (vi) in the benefit case of any Transfer from a Management Party, such Person shall assume and be entitled to all of the issuer thereof or the other party or parties thereto, the rights and obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from a Management Party hereunder and after the Closing Date execute and if Purchaser fails to perform deliver to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of Company an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers)Assumption Agreement. (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.

Non-Assignability. (a) If This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which by party hereto without the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 express prior written consent of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best effortsother parties, and Purchaser shall use reasonable best efforts to cooperate with Sellersany attempted assignment, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets beforewithout such consents, at or after the Closingwill be null and void; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or -------- ------- Person who acquires any Restricted Securities from any Securityholder in compliance with the terms hereunder: (a) such Securityholder making such Transfer shall, prior to such Transfer, furnish to the Closing Date, Purchaser shall enter into a sublease containing Company written notice of the same terms name and conditions as address of such lease (unless such lease by its terms prohibits such subleasing arrangement)transferee, and entry into (b)(i) in the case of any Transfer from XXXX, (A) if such Person acquires a majority of the Common Stock beneficially owned by XXXX, XXXX shall have the right to assign to such Person all of the rights and compliance with obligations of XXXX hereunder, (B) if such sublease Person acquires less than a majority of the Common Stock beneficially owned by XXXX, such Person shall satisfy assume and be entitled to all of the rights and obligations of a XXXX Holder under Article III hereof, and (C) in any case, such Person shall execute and deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (ii) in the case of an assignment by XXXX of its rights pursuant to Section 2.2 hereto, such assignee or assignees shall assume and be entitled to all of the rights and obligations of a XXXX Holder under Article III hereof and shall execute and deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (iii) in the case of any Transfer from any of the FS Parties, (A) such Person shall assume all of the rights and obligations of an FS Party hereunder and shall execute and deliver to the Company an Assumption Agreement, and (B) in addition, if such Person acquires a majority of the Common Stock beneficially owned by the FS Entities at the time of such transfer and following such acquisition such Person beneficially owns at least 10% of the outstanding Common Stock, the FS Entities shall have the right to assign to such Person all of the rights and obligations of the Parties FS Entities under Section IV of this Section 2.4(bAgreement, (iv) until such consent is obtained. (c) If Purchaser is provided in the benefits case of any Transfer from a DLJ Party, such Person shall assume and be entitled to all of the rights and obligations of a DLJ Party hereunder and execute and deliver to the Company an Assumption Agreement, (v) in the case of any Transfer from an Other Non- Management Party, such Person shall assume and be entitled to all of the rights and obligations of an Other Non-Assignable Asset pursuant Management Party hereunder and execute and deliver to Section 2.4(b)the Company an Assumption Agreement, Purchaser and (vi) in the case of any Transfer from a Management Party, such Person shall perform, on behalf assume and be entitled to all of the applicable Seller, for the benefit rights and obligations of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from a Management Party hereunder and after the Closing Date execute and if Purchaser fails to perform deliver to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of Company an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers)Assumption Agreement. (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.

Non-Assignability. (a) If any ContractNo rights or obligation of the Company under this Agreement may be assigned or transferred by the Company without Employee's prior written consent, Transferred Equity Interest (except that such rights or any interest therein)obligations may be assigned or transferred pursuant to a merger or consolidation in which the Company is not the continuing entity, Permit or a sale, liquidation or other assetdisposition of all or substantially all of the business and assets of the Company, which by provided that the terms assignee or transferee is the successor to all or substantially all of the business and assets of the Company and assumes the liabilities, obligations and duties of the Company under this Agreement, is intended to be included either contractually or as a matter of law. The Company further agrees that, in the Purchased Assets is determined not capable event of being any disposition of its business and assets described in the preceding sentence, it shall take whatever action it can in order to cause such assignee or transferee expressly to assume the liabilities, obligations and duties of the Company hereunder. No rights or obligations of Employee under this Agreement may be assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing by Employee, without the consent Company's prior written consent, other than his rights to compensation and benefits, which may be transferred only by will, operation of another party thereto, law or in accordance with the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closingapplicable plan; provided, howeverhowever that Employee shall be entitled, that neither Sellers nor Purchaser to the extent permitted under applicable law or relevant plans, to select and change a beneficiary or beneficiaries to receive any compensation or benefit hereunder following his death by giving the Company written notice thereof. Any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) or to all or substantially all of the Company's business and/or assets shall assume the obligations under this Agreement and agrees expressly to perform the obligations under this Agreement in the same manner and to the same extent as the Company would be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with perform such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided obligations in the Ancillary Documents to which one or more Sellers is absence of a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchasersuccession. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the The terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing and all of Employee's rights hereunder shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment inure to the Purchase Pricebenefit of, and be enforceable by, Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

Non-Assignability. (a) If The rights and obligations of each Seller under the Transaction Documents and under any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which Transaction shall not be assigned by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing such Seller without the prior written consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless Buyer in its sole and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such effortsabsolute discretion. (b) To Buyer may assign, participate or sell all or any portion of its rights and obligations under the extent that the consents referred Transaction Documents and under any Transaction from time to time to any Person in Section 2.4(aeach case upon not less than five (5) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers Business Days’ prior notice (unless such assignee is a partyQualified Assignee, Sellers’ sole responsibility with respect to such Non-Assignable Assets in which case notice shall be required by not later than five (5) Business Days after such assignment or participation) and without the prior consent of Sellers. Each assignee shall be entitled to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; Section 3 (iisubject to the requirements and limitations therein, including the requirements under Section 3(p) cooperate in any reasonable (it being understood that the documentation required under Section 3(p) shall be delivered to the participating Buyer)) and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties theretoSection 19; provided, however, that any such efforts described in clauses (i) through (iii) above assignee or participant shall not be made only with entitled to receive any greater payment under Section 3 than its participating Buyer would have been entitled to receive. During the consentcontinuance of an Event of Default, Buyer may assign, participate or sell its rights and at obligations under the direction, of Purchaser. Without limiting the generality of the foregoing, with respect Transaction Documents and/or any Transaction to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or Person without prior notice to Sellers and without regard to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under limitations in this Section 2.4(b) until such consent is obtained16(b). (c) If Purchaser is provided Repo Agent, acting solely for this purpose as agent of Sellers shall maintain a record of each assignment, participation, or sale and a register for the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf recordation of the applicable Seller, for the benefit names and addresses of the issuer thereof or assignees that become parties hereto and the beneficial owners of amounts owed by either Seller with respect to the Transactions and each such Person’s interest in the rights and obligations under this Agreement and the other party or parties theretoTransaction Documents, and, with respect to each assignee, the obligations aggregate assigned Purchase Price and applicable Price Differential (including payment obligationsthe “Register”). This provision is intended to be interpreted so that the indebtedness (for federal income tax purposes, as set forth in Section 22) evidenced by the Transaction Documents is treated as being in registered form in accordance with Section 5f.103-1(c) of the applicable Treasury Regulations. The Register shall be available for inspection by either Seller thereunder or at any reasonable time during normal business hours and from time to time upon reasonable prior notice. The entries in connection therewith arising from the Register shall be conclusive absent manifest error, and after Xxxxx and Sellers shall treat each person whose name is recorded in the Closing Date and if Purchaser fails to perform Register pursuant to the extent required herein, Sellers, without waiving any rights or remedies that they may have under terms hereof as a Buyer hereunder for all purposes of this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers)Agreement. (d) For Subject to the avoidance of doubtforegoing, the inability Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in the Transaction Documents, express or implied, shall give to any ContractPerson, Transferred Equity Interest (other than the parties to the Transaction Documents and their respective successors and permitted assigns, any benefit or any other interest therein)legal or equitable right, Permit power, remedy or other asset, which by claim under the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase PriceTransaction Documents.

Non-Assignability. (a) If any Contract, Transferred Equity Interest (This Agreement and the Transaction Documents are not assignable by Seller or any interest therein), Permit Parent Guarantor. Buyer may from time to time assign or other asset, which by sell all or a portion of its rights and obligations under this Agreement and the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing Transaction Documents without the consent of another party thereto, Seller; provided that prior to the issuer thereof occurrence of an Event of Default Buyer shall not assign or any third party (including sell all or a Governmental Authority) (“Non-Assignable Assets”), portion of its rights and obligations under this Agreement and the Transaction Documents to any of the parties set forth on Schedule 13.20 hereto without Seller's written consent; provided, however, further, that Buyer shall not constitute an assignment thereofmaintain for review by Seller upon written request, a register of assignees specifying the percentage or an attempted assignment thereofportion of such rights and obligations assigned. Upon such assignment, unless (a) such assignee shall be a party hereto and until any to each Transaction Document to the extent of the percentage or portion of such consent is obtained. Subject rights and obligations assigned to Section 6.3, Sellers such assignee and shall use reasonable best effortssucceed to the applicable rights and obligations of Buyer hereunder, and Purchaser shall use reasonable best efforts to cooperate with Sellers(b) Buyer shall, to obtain the consents necessary extent that such rights and obligations have been so assigned by it to assign either (i) an Affiliate of Buyer which assumes the obligations of Buyer or (ii) to Purchaser another Person which assumes the Non-Assignable Assets beforeobligations of Buyer, at be released from its obligations hereunder and under the Transaction Documents. Unless otherwise notified by Buyer in writing, Seller and Parent Guarantor shall continue to take directions solely from Buyer. Buyer may distribute to any prospective assignee any document or after the Closingother information delivered to Buyer by Seller or Parent Guarantor. (b) The Buyer may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement; provided, however, that neither Sellers nor Purchaser (i) Buyer's obligations under this Agreement shall be required remain unchanged, (ii) Buyer shall remain solely responsible to make any expenditurethe other parties hereto for the performance of such obligations, incur any Liability(iii) Buyer remains a party hereto in an agency capacity for such participants, agree and as agent therefor, retains decision-making authority with respect to any modification this Agreement and all Transactions hereunder, and (iv) Seller and Parent Guarantor shall continue to any Contract or forego or alter any rights deal solely and directly with Buyer in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable Buyer's rights and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedAgreement and the Transaction Documents. (c) If Purchaser is provided the benefits of The Buyer may, in connection with any Non-Assignable Asset assignment or participation or proposed assignment or participation pursuant to this Section 2.4(b)13.20, Purchaser shall performdisclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to Seller or any Guarantor or any of their respective Subsidiaries or to any aspect of the Transactions that have been furnished to Buyer by or on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein)Guarantor or any of their respective Subsidiaries; provided, Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to that such recipient has executed a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Pricecustomary non-disclosure agreement.

Non-Assignability. This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by any party hereto without the express prior written consent of the other parties, and any attempted assignment, without such consents, will be null and void; PROVIDED, HOWEVER, that with respect to any Person who acquires any Restricted Securities from any Securityholder in compliance with the terms hereunder: (a) If such Securityholder making such Transfer shall, prior to such Transfer, furnish to the Company written notice of the name and address of such transferee, and (b)(i) in the case of any ContractTransfer from BLUM or Blum Strategic, Transferred Equity Interest (A) if such Person acquires a majority of the Common Stock beneficially owned by BLUM or Blum Strategic respectively, BLUM or Blum Strategic, as the case may be, shall have the right to assign to such Person all of the rights and obligations of BLUM or Blum Strategic, as the case may be, hereunder, (B) if such Person acquires less than a majority of the Common Stock beneficially owned by BLUM or Blum Strategic, such Person shall assume and be entitled to all of the rights and obligations of a BLUM Holder under Article III hereof, and (C) in any interest therein)case, Permit such Person shall execute and deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (ii) in the case of an assignment by BLUM of its rights pursuant to Section 2.2 hereto, such assignee or other assetassignees shall assume and be entitled to all of the rights and obligations of a BLUM Holder under Article III hereof and shall execute and deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, which (iii) in the case of any Transfer from any of the FS Parties, (A) such Person shall assume all of the rights and obligations of an FS Party hereunder and shall execute and deliver to the Company an Assumption Agreement, and (B) in addition, if such Person acquires a majority of the Common Stock beneficially owned by the terms FS Entities at the time of such transfer and following such acquisition such Person beneficially owns at least 10% of the outstanding Common Stock, the FS Entities shall have the right to assign to such Person all of the rights and obligations of the FS Entities under Section IV of this Agreement, is intended to be included (iv) in the Purchased Assets is determined not capable case of being assigned or transferred (whether pursuant any Transfer from a Note Investor Party, such Person shall assume and be entitled to Sections 363 or 365 all of the Bankruptcy Coderights and obligations of a Note Investor Party hereunder and execute and deliver to the Company an Assumption Agreement, (v) to Purchaser at in the Closing without the consent case of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Transfer from an Other Non-Assignable Assets”)Management Party, this Agreement such Person shall not constitute assume and be entitled to all of the rights and obligations of an assignment thereof, or Other Non-Management Party hereunder and execute and deliver to the Company an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best effortsAssumption Agreement, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (bvi) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits case of any Non-Assignable Assets; (ii) cooperate in any reasonable Transfer from a Management Party, such Person shall assume and lawful arrangement designed be entitled to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality all of the foregoing, with respect to any Non-Assignable Asset that is rights and obligations of a Contract of Leased Real Property for which a consent is not obtained on or prior Management Party hereunder and execute and deliver to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedCompany an Assumption Agreement. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.

Non-Assignability. (a) If The rights and obligations of each Seller under the Transaction Documents and under any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which Transaction shall not be assigned by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing such Seller without the prior written consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless Buyer in its sole and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such effortsabsolute discretion. (b) To Buyer may assign, participate or sell all or any portion of its rights and obligations under the extent that the consents referred Transaction Documents and under any Transaction from time to time to any Person in Section 2.4(aeach case upon not less than five (5) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers Business Days’ prior notice (unless such assignee is a partyQualified Assignee, Sellers’ sole responsibility with respect to such Non-Assignable Assets in which case notice shall be required by not later than five (5) Business Days after such assignment or participation) and without the prior consent of Sellers. Each assignee shall be entitled to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; Section 3 (iisubject to the requirements and limitations therein, including the requirements under Section 3(p) cooperate in any reasonable (it being understood that the documentation required under Section 3(p) shall be delivered to the participating Buyer)) and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties theretoSection 19; provided, however, that any such efforts described in clauses (i) through (iii) above assignee or participant shall not be made only with entitled to receive any greater payment under Section 3 than its participating Buyer would have been entitled to receive. During the consentcontinuance of an Event of Default, Buyer may assign, participate or sell its rights and at obligations under the direction, of Purchaser. Without limiting the generality of the foregoing, with respect Transaction Documents and/or any Transaction to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or Person without prior notice to Sellers and without regard to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under limitations in this Section 2.4(b) until such consent is obtained16(b). (c) If Purchaser is provided Repo Agent, acting solely for this purpose as agent of Sellers shall maintain a record of each assignment, participation, or sale and a register for the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf recordation of the applicable Seller, for the benefit names and addresses of the issuer thereof or assignees that become parties hereto and the beneficial owners of amounts owed by either Seller with respect to the Transactions and each such Person’s interest in the rights and obligations under this Agreement and the other party or parties theretoTransaction Documents, and, with respect to each assignee, the obligations aggregate assigned Purchase Price and applicable Price Differential (including payment obligationsthe “Register”). This provision is intended to be interpreted so that the indebtedness (for federal income tax purposes, as set forth in Section 22) evidenced by the Transaction Documents is treated as being in registered form in accordance with Section 5f.103-1(c) of the applicable Treasury Regulations. The Register shall be available for inspection by either Seller thereunder or at any reasonable time during normal business hours and from time to time upon reasonable prior notice. The entries in connection therewith arising from the Register shall be conclusive absent manifest error, and after Buyer and Sellers shall treat each person whose name is recorded in the Closing Date and if Purchaser fails to perform Register pursuant to the extent required herein, Sellers, without waiving any rights or remedies that they may have under terms hereof as a Buyer hereunder for all purposes of this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers)Agreement. (d) For Subject to the avoidance of doubtforegoing, the inability Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in the Transaction Documents, express or implied, shall give to any ContractPerson, Transferred Equity Interest (other than the parties to the Transaction Documents and their respective successors and permitted assigns, any benefit or any other interest therein)legal or equitable right, Permit power, remedy or other asset, which by claim under the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase PriceTransaction Documents.

Non-Assignability. (a) If The rights and obligations of Seller under the Transaction Documents and under any ContractTransaction shall not be assigned by Seller without the prior written consent of Buyer. (b) Upon prior written notice to Seller, Transferred Equity Interest (Buyer shall be entitled to assign an interest in its rights and obligations under the Transaction Documents and/or under any Transaction to any other Person or issue one or more participation interests with respect to any interest therein), Permit or other asset, which by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 all of the Bankruptcy CodeTransactions and, in connection therewith, may bifurcate or allocate (i.e. senior/subordinate) amounts due to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the ClosingBuyer; provided, however, that neither Sellers nor Purchaser shall be required to make in all such instances, so long as no Event of Default has occurred and is continuing, (i) Buyer may not assign an interest in its rights and obligations under the Transaction Documents and/or under any expenditure, incur any Liability, agree to any modification to any Contract Transaction or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which issue one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, participation interests with respect to any Non-Assignable Asset or all of the Transactions to any Prohibited Transferee, (ii) Buyer shall retain control and authority over its rights and obligations under the Transaction Documents and/or under any Transaction, (iii) Seller shall not be obligated to deal directly or indirectly with any party other than Buyer, and (iv) Seller shall not be charged for, incur or be required to pay or reimburse Buyer or any assignee, transferee, participant or other third party for any costs that is a Contract would not have been incurred but for the assignment, participation, bifurcation or allocation by Buyer in accordance with this Section 19(b). In furtherance of Leased Real Property for which a consent is not obtained and without limitation to the foregoing, in no event shall Buyer confer on or prior grant any rights in any Person other than Buyer any right to determine the Closing DateMarket Value of any Purchased Loan, Purchaser to declare a Margin Deficit, to determine whether a Default or Event of Default has occurred or is continuing, to approve a Purchased Loan, to make available to Seller Margin Excess, or to enforce any provision of any Transaction Documents against Seller or Guarantor, it being understood and agreed that nothing herein shall enter into a sublease containing restrict or limit Buyer’s right to consult with and consider the same terms views and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement)opinions of any assignee, and entry into and compliance with such sublease shall satisfy the obligations of the Parties transferee or participant under this Section 2.4(b) until such consent is obtainedAgreement. (c) If Purchaser is provided Buyer, acting solely for this purpose as a non-fiduciary agent of Seller, shall maintain a register for the benefits recordation of any Non-Assignable Asset each assignment pursuant to Section 2.4(b19(b) above and the name and address of any assignee, and the Repurchase Price and Price Differential owing to such assignee (the “Register”), Purchaser . The entries in the Register shall perform, on behalf be conclusive absent manifest error. Buyer and Seller shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as the owner of the applicable Seller, rights and obligations and no transfer or assignment shall be effective unless duly noted in the Register. The Register shall be available for inspection by the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising at any reasonable time and from and after the Closing Date and if Purchaser fails time to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately time upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers)reasonable request. (d) For the avoidance The Buyer and each assignee, if any that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of doubtSeller, maintain a register on which it records such sale, the inability name and address of the applicable participant and, with respect to each such participant, the participated Repurchase Price and Price Differential (the “Participant Register”). Neither the Buyer nor any such assignee shall have any obligation to disclose the identity of any Contract, Transferred Equity Interest (participant or any other information relating to a participant’s interest thereinin any obligations under any Transaction Document to any Person except (i) to the extent that the Internal Revenue Service requests such disclosure (from Seller, Guarantor, Buyer, such assignee or otherwise) or such disclosure is otherwise reasonably determined to be required to establish that such obligation is in registered form under Section 5f.103-1I of the United States Treasury Regulations (the “Treasury Regulations”), Permit and (ii) the portion of the Participant Register relating to any such participant requesting (directly or other asset, which by through Buyer or an assignee) payment from Seller under the terms Transaction Documents shall be made available to Seller upon reasonable request. The entries in the Participant Register shall be conclusive absent manifest error. The applicable Buyer shall treat each Person whose name is recorded in the Participant Register as the owner of the applicable participation for all purposes of this Agreement is intended to and no sale of a participation shall be included effective unless duly noted in the Purchased Assets Participant Register. (e) Subject to the foregoing, the Transaction Documents and any Transactions shall be assigned binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in the Transaction Documents, express or transferred to Purchaser at the Closing implied, shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment Person, other than the parties to the Purchase PriceTransaction Documents and their respective successors, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents.

Non-Assignability. (a) If The rights and obligations of the Seller under the Transaction Documents and under any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which Transaction shall not be assigned by the terms of this Agreement, is intended to be included in Seller without the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 prior written consent of the Bankruptcy CodeBuyer. (b) The Buyer may assign its rights and obligations under the Transaction Documents and/or under any Transaction or may issue one or more participation interests with respect to Purchaser at any or all of the Closing Transactions, without the consent of another party theretoof, but after prior notice to, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with SellersSeller, to obtain the consents necessary any other Person and, in connection therewith, may bifurcate or allocate (i.e. senior/ subordinate) amounts owed to assign to Purchaser the Non-Assignable Assets before, at or after the ClosingBuyer; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree with respect to any modification to such participation or assignment, (i) Buyer shall act as exclusive agent for all participants or assignees in any Contract or forego or alter any rights dealings with Seller in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; Transactions and (ii) Seller shall not be obligated to deal directly with any party other than Buyer in connection with such Transactions, or to pay or reimburse Buyer for any costs that would not have been incurred by Buyer had no participation interests in such Transactions been issued. The Seller shall reasonably cooperate in any reasonable at Buyer's sole cost and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only expense with the consentBuyer in connection with any assignment or participation, provided the Seller's obligations under the Transactions are not increased and at its rights under the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is Transactions are not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedimpaired. (c) If Purchaser is provided Subject to the benefits of foregoing, the Transaction Documents and any Non-Assignable Asset pursuant Transactions shall be binding upon and shall inure to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof parties and their respective successors and assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required hereinTransaction Documents and their respective successors, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (benefit or any other interest therein)legal or equitable right, Permit power, remedy or other asset, which by claim under the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase PriceTransaction Documents.

Non-Assignability. (a) If Subject to Article 17(b) below, neither Seller may assign any Contractof its respective rights or obligations under this Agreement without the prior written consent of Buyer (not to be unreasonably withheld or delayed) and any attempt by either Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void. Buyer may, Transferred Equity Interest (without consent of either Seller, sell to one or any interest therein)more banks, Permit financial institutions or other assetentities (“Participants”) (other than with respect to an assignment to a Prohibited Transferee, which by shall be subject to the terms prior written consent of this Agreementthe applicable Seller) participating interests in any Transaction, is intended to be included its interest in the Purchased Assets Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, upon prior written notice to the applicable Seller, assign to any Person (other than Prohibited Transferees, so long as no Event of Default has occurred and is determined continuing, in which case such limitation shall not capable of being assigned or transferred apply) (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party theretoan “Assignee” and together with Participants, each a “Transferee” and collectively, the issuer thereof “Transferees”) all or any third party (including a Governmental Authority) (“Non-Assignable part of its rights its interest in the Purchased Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closingother interest of Buyer under this Agreement; provided, however, that neither Sellers nor Purchaser in all such circumstances (for the avoidance of doubt, including participations) other than a sale, assignment, transfer or participation by Buyer of one hundred percent (100%) of its rights and obligations under the Transaction Documents (which sale, assignment, transfer or participation, if Buyer does not retain control and authority over its rights and obligations under the Transaction Documents, shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior subject to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such prior written consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for not to be unreasonably withheld, conditioned or delayed), (i) Buyer shall retain control and authority over its rights and obligations under the benefit of the issuer thereof or the other party or parties theretoTransaction Documents and any Transaction, the obligations subject to major decision approval rights, (including payment obligationsii) of the applicable Seller thereunder shall not be obligated or in connection therewith arising from required to deal directly or indirectly with any Person other than Buyer, and after the Closing Date (iii) such Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such sale, assignment, transfer or participation. Each Seller and if Purchaser fails Guarantor agrees to perform to the extent required hereinreasonably cooperate with Buyer, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at PurchaserBuyer’s sole cost and expense, in which caseconnection with any such assignment, Purchaser transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale. Each Seller agrees that each properly registered Participant shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided be entitled to the benefits of any Non-Assignable Asset pursuant to Section 2.4(bArticle 3(h), Purchaser shall indemnifyArticle 3(i), defend and hold Sellers harmless from Articles 3(n) through (s) (subject to the requirements and against any limitations therein, including, without limitation and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For for the avoidance of doubt, the inability requirements under Article 3(o) or Article 3(p) (it being understood that the documentation required under Article 3(p) shall be delivered to the participating Buyer or Assignee, as applicable)) to the same extent as if it were an Assignee and had acquired its interest by assignment pursuant to this Article 17(a); provided that such Participant (A) agrees to be subject to the provisions of Article 3 as if it were an Assignee under this Article 17(a), and (B) shall not be entitled to receive any Contractgreater payment under Article 3(o) or Article 3(q), Transferred Equity Interest (with respect to any participation, than its participating Buyer or Assignee, as applicable, would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any other interest therein), Permit change in any Requirement of Law or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets interpretation or application thereof by a Governmental Authority, in any case which occurs after the Participant acquired the applicable participation. Each Buyer or Assignee that sells a participation agrees to be assigned or transferred use reasonable efforts to Purchaser at cooperate with Sellers to effectuate the Closing shall not (i) give rise to a basis for termination provisions of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment Article 3 with respect to the Purchase Priceapplicable Participant.

Non-Assignability. (a) If Seller may not assign any Contract, Transferred Equity Interest (of its rights or obligations under this Agreement without the prior written consent of Purchaser and any interest therein), Permit attempt by Seller to assign any of its rights or other asset, which by obligations under this Agreement without the prior written consent of Purchaser shall be null and void. Subject to the terms of this Agreement, is intended Purchaser may, without consent of Seller, but with five (5) Business Days prior notice to be included Seller, sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party theretoAssets, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), other interest of Purchaser under this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtainedAgreement. Subject to Section 6.3the terms of this Agreement, Sellers shall use reasonable best effortsPurchaser may, at any time and Purchaser shall use reasonable best efforts from time to cooperate with Sellerstime, to obtain the consents necessary to assign to Purchaser any Person (an “Assignee” and together with Participants, each a “Transferee” and collectively, the Non-Assignable Assets before, at “Transferees”) all or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any part of its rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided and its interest in the Ancillary Documents to which one Purchased Assets, or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account other interest of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b)Agreement. Seller agrees, Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, to cooperate with Purchaser in which caseconnection with any such assignment, Purchaser shall reimburse Sellers’ costs transfer or sale of participating interest and expenses of to enter into such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant restatements of, and amendments, supplements and other modifications to, this Agreement in order to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating give effect to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence assignment, transfer or willful misconduct of Sellers). (d) For the avoidance of doubtsale; provided, the inability of any Contracthowever, Transferred Equity Interest (or any other interest therein)that, Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise such restatements, amendments, supplements and/or modifications shall be subject to a basis for termination Seller’s prior written approval as to form and substance and shall not materially alter any of this Agreement pursuant to ARTICLE VIII Seller’s duties or obligations hereunder, (ii) give rise Purchaser shall act as exclusive agent for all Transferees in any dealings with Seller in with any such proposed transactions and (iii) Seller shall not be obligated to deal directly with any right party other than Purchaser in connection with such transactions, or to pay or reimburse Purchaser for any adjustment to the Purchase Pricecosts that would not have been incurred by Purchaser had no interest in such proposed transaction been issued.

Non-Assignability. (a) If No Seller Party may assign any Contract, Transferred Equity Interest of its rights or obligations under this Agreement or the other Transaction Documents without the prior written consent of Buyer (which may be granted or withheld in Buyer’s sole and absolute discretion) and any attempt by any Seller Party to assign any of its rights or obligations under this Agreement or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing Transaction Document without the prior written consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser Buyer shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such effortsnull and void. (b) To Buyer may, without consent of Seller, at any time and from time to time, assign or participate some or all of its rights and obligations under the extent Transaction Documents and/or under any Transaction (subject to Article 8(a)) to any Person that is not a Prohibited Transferee or an Affiliate of any Mortgagor and, in connection therewith, may bifurcate or allocate (i.e. senior/subordinate) amounts due to Buyer. Seller agrees to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Transaction Documents to which one or more Sellers it is a party, Sellers’ sole responsibility with respect party in order to give effect to such Non-Assignable Assets shall be to use reasonable best effortsassignment, at transfer or sale of participating interest. In connection with any sale, assignment or transfer by initial Buyer hereunder (other than a sale, assignment or transfer by initial Buyer of one hundred percent (100%) of its rights and obligations under the Transaction Documents) provided no cost to SellersEvent of Default has occurred and is continuing, to (i) provide initial Buyer shall retain control and authority over its rights and obligations under the Transaction Documents (including Buyer’s rights to Purchaser (A) sole decision-making to determine whether to purchase any Eligible Asset in a Transaction and (B) determine the benefits Market Value of the Purchased Assets, in each case in accordance with the Transaction Documents) and any Non-Assignable Assets; Transaction and (ii) cooperate in Seller shall not be obligated or required to deal directly with any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; Person other than Buyer, and (iii) enforce for the account Buyer will give written notice of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses assignment or participation within five (i5) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality calendar days of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedeffective date thereof. (c) If Purchaser is provided Subject to the benefits of foregoing, the Transaction Documents and any Non-Assignable Asset pursuant Transactions shall be binding upon and shall inure to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof parties and their respective successors and assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required hereinTransaction Documents and their respective successors, Sellersany benefit or any legal or equitable right, without waiving any rights power, remedy or remedies that they may have claim under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers)Transaction Documents. (d) For Seller shall maintain a record of ownership (the avoidance “Register”) identifying the name and address of doubt, each assignee hereunder and the inability amount of any Contract, Transferred Equity Interest (or any other each such assignee’s interest therein), Permit or other assetin the Purchased Assets, which by the terms of this Agreement Register is intended to be included maintained in accordance with Section 5f.103-1(c) of the Treasury Regulations. Transfers made pursuant to Article 18(b) shall be recorded upon such Register. Such Register shall be available for inspection by Buyer at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive absent manifest error, and Seller and Buyer shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Buyer hereunder for all purposes of this Agreement. (e) If Buyer sells a participation with respect to its rights under this Agreement or under any other Transaction Document with respect to the Purchased Assets, Buyer shall, acting for this purposes as an agent of Seller, maintain a record of ownership (the “Participant Register”) identifying the name and address of each participant and the amount of each such participant’s interest in the Purchased Assets to be assigned or transferred to Purchaser at Assets, provided that the Closing Buyer and any such other participant shall not have any obligation to disclose all or any portion of the Participation Register (i) give rise including the identity of any participant or any information related to a basis participant’s interest in any Transaction Document) to any Person except to the extent necessary to establish that such interests are in registered form under Section 5f.103-1(c) of the Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error and Buyer shall treat each Person whose name is recorded in the Participant Register as the owners of such participation for termination all purposes of this Agreement notwithstanding any notice to the contrary. (f) Buyer shall cause each assignee, participant or other transferee of Buyer to provide to Seller a property completed and duly executed United States Internal Revenue Service form X-0, X-0XXX, X-0XXX-X, X-0XXX, or W-8IMY and/or, as appropriate, other applicable forms as described by the United States Internal Revenue Service or other certifications reasonably requested by Seller for purposes of compliance with applicable withholding provisions pursuant to ARTICLE VIII the Internal Revenue Code and underlying Treasury Regulations. Buyer and each assignee, participant or (ii) give rise transferee hereby agrees to notify Seller of any right change in circumstance that causes a certificate or document provided by it to Seller to no longer be true and to provide updated forms upon the obsolescence of any adjustment previously delivered form or promptly notify Seller in writing of its legal inability to do so. Seller shall have no obligation to pay any additional amounts hereunder that may result from the Purchase Pricetax status of any assignee, participant or transferee differing from the tax status of Buyer.

Non-Assignability. Seller may not assign any of its rights or obligations under this Agreement without the prior written consent of Purchaser and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Purchaser shall be null and void. Prior to an Event of Default, Purchaser may, with the consent of Seller (awhich consent shall not be unreasonably withheld, conditioned or delayed, unless such proposed Transferee is a Prohibited Transferee), sell to one or more banks, financial institutions or other entities (“Participants”) If participating interests under this Agreement and the other Transaction Documents. Prior to an Event of Default, Purchaser may, with the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed, unless such proposed Transferee is a Prohibited Transferee), at any Contracttime and from time to time, Transferred Equity Interest assign to any Person (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights or its interest therein)in this Agreement and the other Transaction Documents. After the occurrence of an Event of Default, Permit or other assetPurchaser may, which by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party theretoSeller, at any time or from time to time either (i) sell to one or more Participants (including, without limitation any Prohibited Transferee) participating interests under this Agreement and the issuer thereof other Transaction Documents or (ii) assign to any Assignee (including, without limitation any Prohibited Transferee) all or any third party (including a Governmental Authority) (“Non-Assignable Assets”)part of its rights or its interest in this Agreement and the other Transaction Documents. Seller agrees to cooperate with Purchaser in connection with any such assignment, transfer or sale and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement shall not constitute an assignment thereofin order to give effect to such assignment, transfer or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closingsale; provided, however, that neither Sellers nor that, in connection with a sale of a participating interest, (i) Purchaser shall act as exclusive agent for all Transferees in any dealings with Seller in connection with any such proposed transactions and (ii) Seller shall not be required obligated to make deal directly with any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights party other than Purchaser in connection with such efforts. (b) To transactions, or to pay or reimburse Purchaser for any costs that would not have been incurred by Purchaser had no interest in such proposed transaction been issued. Notwithstanding the extent that the consents referred to in Section 2.4(a) are not obtained by Sellersforegoing, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets Purchaser shall be to use reasonable best effortspermitted, at no cost to Sellerswithout the consent of Seller, to (i) provide sell participating interests in, or otherwise assign, to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost Affiliate of Purchaser any rights interest of Sellers arising from any Non-Assignable Asset against such party Purchaser in this Agreement or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of PurchaserTransaction Documents. Without limiting the generality of Subject to the foregoing, with respect the Transaction Documents and any Transactions shall be binding upon and shall inure to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof parties and their respective successors and assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required hereinTransaction Documents and their respective successors, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (benefit or any other interest therein)legal or equitable right, Permit power, remedy or other asset, which by claim under the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.Transaction Documents

Non-Assignability. a. The Program Agreements are not assignable by Seller or Guarantor. Buyer may from time to time assign all or a portion of its rights and obligations under this Agreement and the Program Agreements; provided, however that Buyer shall maintain as agent of Seller, for review by Seller upon written request, a register of assignees and a copy of an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, (a) If any Contract, Transferred Equity Interest (such assignee shall be a party hereto and to each Program Agreement to the extent of the percentage or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended to be included portion set forth in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless Assignment and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best effortsAcceptance, and Purchaser shall use reasonable best efforts succeed to cooperate with Sellersthe applicable rights and obligations of Buyer hereunder, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. and (b) To Buyer shall, to the extent that the consents referred such rights and obligations have been so assigned by it to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to either (i) provide to Purchaser the benefits an Affiliate of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for Buyer which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy assumes the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, Buyer or (ii) perform at Purchaser’s sole cost to another Person approved by Seller (such approval not to be unreasonably withheld) which assumes the obligations of Buyer, be released from its obligations hereunder and expenseunder the Program Agreements. Unless otherwise stated in the Assignment and Acceptance, Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any prospective assignee any document or other information delivered to Buyer by Seller. b. Buyer may, in which caseaccordance with applicable law, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of at any Non-Assignable Asset pursuant time sell to Section 2.4(b)one or more entities (“Participants”) participating interests in any Transaction, Purchaser shall indemnifyits right to purchase Mortgage Loans, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein)of Buyer hereunder and under the other Program Agreements. In the event of any such sale by Buyer of participating interests to a Participant, Permit or other asset, which by the terms of Buyer’s obligations under this Agreement is intended to Seller shall remain unchanged, Buyer shall remain solely responsible for the performance thereof, Buyer shall remain the owner of the Purchased Mortgage Loans for all purposes under this Agreement and the other Program Agreements, and Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under this Agreement and the other Program Agreements. Seller agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Buyer under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Buyer the proceeds thereof. Buyer also agrees that each Participant shall be entitled to the benefits of Section 22 with respect to its participation; provided, that Buyer and all Participants shall be entitled to receive no greater amount in the aggregate pursuant to such Sections than Buyer would have been entitled to receive had no such transfer occurred. c. Buyer may furnish any information concerning Seller or Guarantor or any of their Subsidiaries in the possession of Buyer from time to time to assignees and Participants (including prospective assignees and Participants) after securing signed confidentiality statements and only for the sole purpose of evaluating participations and for no other purpose. d. Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment and/or participation, to execute and deliver such replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Program Agreements in order to give effect to such assignment and/or participation. Seller and Guarantor further agree to furnish to any Participant identified by Buyer to Seller and Guarantor copies of all reports and certificates to be included in the Purchased Assets delivered by Seller and Guarantor to be assigned or transferred Buyer hereunder, as and when delivered to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase PriceBuyer.

Non-Assignability. (a) If The rights and obligations of Seller under the Transaction Documents, the Hedging Transactions and under any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which Transaction shall not be assigned by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing Seller without the prior written consent of another party thereto, the issuer thereof Buyer. Any attempt by Seller to assign any of its rights or any third party (including a Governmental Authority) (“Non-Assignable Assets”), obligations under this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such without the prior written consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser of Buyer shall be required to make any expenditurenull and void, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such effortsab initio. (b) To Buyer may at any time, without the extent that the consents referred consent of Seller, sell participations in up to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided 100% (in the Ancillary Documents to which aggregate, in one or more Sellers transactions, including any assignments under Section 17(c)) of Buyer’s rights and/or obligations under the Transaction Documents; provided that, so long as no Event of Default has occurred and is a partycontinuing, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser Buyer’s obligations and Seller’s rights and obligations under the benefits of any Non-Assignable Assets; Transaction Documents shall remain unchanged, (ii) cooperate Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Transaction Documents and Seller shall have no obligations or duties to any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and Person other than Buyer, (iii) enforce for Buyer shall continue to (A) retain the account sole decision-making authority granted to Buyer under the Transaction Documents, (B) determine whether to purchase any Eligible Asset in a Transaction and (C) determine the Market Value of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; providedPurchased Assets, however, that any such efforts described in clauses (i) through (iii) above shall be made only each case in accordance with the consentTransaction Documents, (iv) Buyer shall not participate any portion of its rights and at obligations under the direction, Transaction Documents to any Person that is a Prohibited Transferee or an Affiliate of Purchaser. Without limiting the generality of the foregoing, an Underlying Borrower with respect to any Non-Assignable Asset that is Purchased Assets, (v) Buyer shall not participate a Contract controlling interest in this Agreement and (vi) Buyer will give written notice of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease any participation within five (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations 5) calendar days of the Parties under this Section 2.4(b) until effective date of such consent is obtainedassignment to each party (but Buyer shall not have any liability for any failure to timely provide such notice). (c) If Purchaser is provided Buyer may at any time, without the benefits consent of any Non-Assignable Asset pursuant Seller but upon notice to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for sell and assign up to 100% (in the benefit of the issuer thereof aggregate, in one or the other party or parties theretomore transactions, the obligations (and including payment obligationsany participation under Section 17(b)) of the applicable Seller thereunder or in connection therewith arising from rights and obligations of Buyer under the Transaction Documents. From and after the Closing Date and if Purchaser fails to perform effective date of such assignment, such assignee shall be a party and, to the extent required hereinprovided in such assignment agreement, Sellershave the rights and obligations of Buyer under the Transaction Documents with respect to the percentage and amount of the Repurchase Price allocated to it; provided that, without waiving any rights or remedies that they may have under this Agreement or applicable Lawsso long as no Event of Default has occurred and is continuing, may (i) suspend their Buyer shall be the agent for any such transferee(s) or assignee(s) and shall remain solely responsible to Seller for the performance of all of Buyer’s obligations under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remediedTransaction Documents, or (ii) perform at PurchaserSeller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Transaction Documents, (iii) Buyer shall continue to (A) retain the sole cost decision-making authority granted to Buyer under the Transaction Documents, (B) determine whether to purchase any Eligible Asset in a Transaction and expense(C) determine the Market Value of the Purchased Assets, in which caseeach case in accordance with the Transaction Documents, Purchaser (iv) any such sale or assignment shall reimburse Sellers’ costs not be in violation of any eligibility, qualified transferee or similar restrictions set forth in any Purchased Asset Documents, (v) Buyer shall not sell or assign any portion of its rights and expenses obligations under the Transaction Documents to any Person that is a Prohibited Transferee or an Affiliate of an Underlying Borrower with respect to any Purchased Assets, (vi) Buyer shall not assign a controlling interest in this Agreement and (viii) Buyer will give written notice of any assignment within five (5) calendar days of the effective date of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of assignment to each party (but Buyer shall not have any Non-Assignable Asset pursuant liability for any failure to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to timely provide such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellersnotice). (d) For So long as an Event of Default shall have occurred and be continuing, Buyer may assign, participate or sell its rights and obligations under the avoidance Transaction Documents and/or any Transaction to any Person without prior notice to Seller and without regard to the limitations set forth in Section 17(b) and Section 17(c) above. From and after the date Buyer is no longer a party to this Agreement, Buyer shall have no obligation to act as agent or to make decisions under this Agreement. (e) Buyer, acting solely for this purpose as an agent of doubtSeller, shall maintain a copy of each assignment and a register for the inability recordation of any Contractthe names and addresses of the assignees, Transferred Equity Interest (or any other interest therein)and ownership rights in the Transactions, Permit Purchased Assets or other assetinterests under this Agreement. The entries in such register shall be conclusive absent manifest error, which by and each of Seller, Buyer and their assignees shall treat each Person whose name is recorded in such register pursuant to the terms hereof as the beneficial owner of the interests in the Transactions, Purchased Assets or other interests under this Agreement for all purposes. If any assignee is a not a U.S. Person, such assignee shall timely provide Seller with such forms as may be required to establish the assignee’s status for U.S. withholding tax purposes. (f) If Buyer sells a participation, Buyer shall, acting solely for this purpose as an agent of Seller, maintain a register on which it enters the name and address of each participant and the ownership rights of each participant in the Transactions, Purchased Assets or other interests under this Agreement. The entries in such register shall be conclusive absent manifest error, and Buyer shall treat each Person whose name is recorded in such register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. If any participant is intended a not a U.S. Person, such participant shall timely provide Seller with such forms as may be required to establish such participant’s status for U.S. withholding tax purposes. (g) Subject to the foregoing, the Transaction Documents and any Transactions shall be included binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the parties to the Transaction Documents and their respective successors, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents. (h) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent or prohibit Buyer from pledging its interest in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise hereunder to a basis for termination Federal Reserve Bank in support of borrowings made by Buyer from such Federal Reserve Bank; provided, however, no such pledge shall release Buyer, as the case may be, from any of its obligations under this Agreement pursuant or any other Transaction Documents or substitute any such pledgee for Buyer, as the case may be, as a party to ARTICLE VIII this Agreement or (ii) give rise to any right to any adjustment to the Purchase Priceother Transaction Documents.

Non-Assignability. (a) If Subject to Article 18(b) below, Sellers may not assign any Contractof their respective rights or obligations under this Agreement without the prior written consent of Buyer (not to be unreasonably withheld or delayed) and any attempt by a Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void. Buyer may, Transferred Equity Interest (without consent of either Seller, sell to one or any interest therein)more banks, Permit financial institutions or other assetentities (“Participants”) participating interests in any Transaction, which by the terms of this Agreement, is intended to be included its interest in the Purchased Assets is determined not capable Assets, or any other interest of being assigned or transferred Buyer under this Agreement. Buyer may, at any time and from time to time, assign to any Person (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party theretoan “Assignee” and together with Participants, each a “Transferee” and collectively, the issuer thereof “Transferees”) all or any third party (including a Governmental Authority) (“Non-Assignable part of its rights its interest in the Purchased Assets”), or any other interest of Buyer under this Agreement. Each Seller agrees to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale. (b) Title to all Purchased Assets and Purchased Items shall not constitute an assignment thereofpass to Buyer and Buyer shall have free and unrestricted use of all Purchased Assets. Nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Assets and Purchased Items or otherwise selling, pledging, repledging, transferring, hypothecating, or an attempted assignment thereofrehypothecating the Purchased Assets and Purchased Items, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closingall on terms that Buyer may determine in its sole discretion; provided, however, that neither Sellers nor Purchaser Buyer shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in transfer the Purchased Assets to be assigned the applicable Seller on the applicable Repurchase Date free and clear of any pledge, lien, security interest, encumbrance, charge or transferred to Purchaser at other adverse claim on any of the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or Purchased Assets and (ii) give rise to any right to any adjustment credit Income and Principal Payments to the Purchase Priceapplicable Seller in accordance with Article 5 hereof. Nothing contained in this Agreement shall obligate Buyer to segregate any Purchased Assets or Purchased Items transferred to Buyer by a Seller.

Non-Assignability. (a) If Seller may not assign any Contract, Transferred Equity Interest (of its rights or any interest therein), Permit or other asset, which by the terms of obligations under this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing Agreement without the prior written consent of another party thereto, the issuer thereof Buyer and any attempt by Seller to assign any of its rights or any third party (including a Governmental Authority) (“Non-Assignable Assets”), obligations under this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such without the prior written consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser of Buyer shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such effortsnull and void ab initio. (b) To the extent that the consents referred Buyer may, without consent of Seller, sell to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, assign to any Person (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights or interests in the Purchased Assets, or any other interest of Buyer under this Agreement; provided that, so long as no Event of Default has occurred and is continuing, and whether an assignment or a partyparticipation, Sellers’ (x) any such Transferee or Participant is not a Prohibited Transferee, (y) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Transaction Documents, and (z) Buyer shall retain sole responsibility decision making authority under the Transaction Documents. Seller agrees to cooperate with respect Buyer, at Buyer’s cost, in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and all other Transaction Documents in order to give effect to such Non-Assignable Assets shall be to use reasonable best effortsassignment, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party transfer or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedsale. (c) If Purchaser is provided Buyer, acting solely for this purpose as an agent of Seller, shall maintain, either at its offices at the benefits address set forth on Annex I attached hereto or electronically, a copy of each assignment and a register for the recordation of the names and addresses of the Assignees, and ownership rights in the Transactions, Purchased Assets or in any other interests under this Agreement of any Non-Assignable Asset Assignee pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Seller, Buyer and the Assignees shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as the beneficial owner of the interests in the Transactions, Purchased Assets or in any other interests under this Agreement for all purposes of this Agreement. The Register shall be available for inspection by Seller, Buyer and any Assignee, at any reasonable time and from time to time upon reasonable prior notice during normal banking business hours. The parties intend that the Transactions and the Purchased Assets shall at all times be treated as being in “registered form” within the meaning of Section 2.4(b163(f), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligationsSection 871(h)(2) and Section 881(c)(2) of the applicable Seller thereunder Code and any related Treasury regulations (or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights other relevant or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect successor provisions of the Non-Assignable Asset that is the subject Code or of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of SellersTreasury regulations). (d) If Buyer sells a participation it shall, acting solely for this purpose as an agent of Seller, maintain a register on which it enters the name and address of each Participant and the ownership rights in the Transactions, Purchased Assets or any other interests under this Agreement of each Participant (the “Participant Register”); provided that Buyer shall have no obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s ownership rights in the Transactions, Purchased Assets or any other interests under this Agreement) to any Person except to the extent (i) disclosing the portion of the Participant Register relating to a Participant with respect to which a claim for additional amounts is made under Articles 14(a), 14(b), 14(c), 14(d) or 14(f), or (ii) otherwise to the extent such disclosure is reasonably expected to be necessary to establish that such ownership rights in the Transactions or any other interests under this Agreement are in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Buyer shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, no sale, assignment, transfer or participation pursuant to this Article 19 shall be effective unless and until reflected in the inability of any ContractRegister or Participant Register, Transferred Equity Interest as applicable. (or any other interest therein), Permit or other asset, which by the terms of e) Nothing in this Agreement is intended to be included in the shall prevent or prohibit any Buyer from pledging any of its Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise hereunder to a basis Federal Reserve Bank in support of borrowings made by such Buyer from such Federal Reserve Bank; provided, however, no such pledge shall release a Buyer from any of its obligations hereunder or substitute any such pledgee for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Pricesuch Buyer as a party hereto.

Non-Assignability. (a) If No Seller Party may assign any Contract, Transferred Equity Interest of its rights or obligations under this Agreement or the other Transaction Documents without the prior written consent of Purchaser (which may be granted or withheld in Purchaser’s sole and absolute discretion) and any attempt by any Seller Party to assign any of its rights or obligations under this Agreement or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing Transaction Document without the prior written consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such effortsnull and void. (b) To Purchaser may, without consent of Seller, at any time and from time to time, assign or participate some or all of its rights and obligations under the extent Transaction Documents and/or under any Transaction (subject to Article 9(a)) to an Affiliate of the Purchaser or to any Person after an Event of Default has occurred and is continuing, provided, that, prior to an Event of Default (i) Purchaser shall only be permitted to assign or participate some or all of its rights and obligations under the Transaction Documents and/or under any Transaction (subject to Article 9(a)) to a Qualified Transferee that is not a Prohibited Transferee (so long as there is no Default or Event of Default), (ii) Barclays Bank PLC shall remain sole agent under the consents referred Transaction Documents and shall retain administrative responsibility and continue to control all decisions under the Transaction Documents, and (iii) Seller shall continue to deal solely and directly with Barclays Bank PLC in Section 2.4(aconnection with the Transaction Documents. Neither Seller nor Guarantor may assign, without Purchaser’s prior written consent, its rights or obligations under the Transaction Documents at no additional cost to Seller. In connection therewith, Purchaser may bifurcate or allocate (i.e. senior/subordinate) are not obtained by Sellersamounts due to Purchaser, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility that Seller incurs no cost whatsoever with respect to such Non-Assignable Assets shall be bifurcation or allocation. Xxxxxx agrees to use reasonable best efforts, at no cost to Sellers, to (i) provide to cooperate with Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that connection with any such efforts described assignment, transfer or sale of participating interest done in clauses (i) through (iii) above shall be made only accordance with the consentterms of this Article 20(b) and to enter into such restatements of, and at amendments, supplements and other modifications to, the direction, of Purchaser. Without limiting the generality of the foregoing, with respect Transaction Documents to any Non-Assignable Asset that which it is a Contract party in order to give effect to such assignment, transfer or sale of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedparticipating interest. (c) If Purchaser is provided Purchaser, acting solely for this purpose as an agent of Seller, shall maintain at one of its offices in the benefits United States, a copy of any Non-Assignable Asset each such sale, transfer and assignment and assumption delivered to it and a register for the recordation of the names and addresses of each purchaser, transferee and assignee, as applicable, and the amounts (and stated interest) owing to, each permitted purchaser, transferee and assignee pursuant to Section 2.4(bthe terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Seller and Purchaser shall perform, on behalf of treat each Person whose name is recorded in the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform Register pursuant to the extent required hereinterms hereof as a Purchaser hereunder for all purposes of this Agreement. The Register shall be available for inspection by Seller at any reasonable time and from time to time upon reasonable prior notice. No sale, Sellers, without waiving any rights transfer or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset assignment pursuant to Section 2.4(b), Purchaser this Article 20 shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after be effective until reflected in the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers)Register. (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (If Purchaser sells a participation with respect to its rights under this Agreement or under any other Transaction Document with respect to the Purchased Assets, it shall, acting solely for this purpose as an agent of Seller, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets (the “Participant Register”); provided that Purchaser shall have no obligation to be assigned disclose all or transferred to Purchaser at any portion of the Closing shall not Participant Register (i) give rise including the identity of any participant or any information relating to a basis participant’s interest in any Transaction Document) to any Person except to Seller or to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 5f.103-1(c) of the United States Treasury regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Purchaser and Seller shall treat each Person whose name is recorded in the register as the owner of such participation interest for termination all purposes of this Agreement notwithstanding any notice to the contrary. No participation pursuant to ARTICLE VIII this Article 20 shall be effective until reflected in the foregoing register. (e) Subject to the foregoing, the Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns. Nothing in the Transaction Documents, express or (ii) implied, shall give rise to any right to any adjustment Person, other than the parties to the Purchase PriceTransaction Documents and their respective permitted successors, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents.

Non-Assignability. (a) If The rights and obligations of Seller under the Transaction Documents, the Hedging Transactions and under any ContractTransaction shall not be assigned by Seller without the prior written consent of Buyer. Any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void, Transferred Equity Interest ab initio. (b) Buyer may at any time sell participations in up to 100% (in the aggregate, in one or more Transactions, including any assignments under Section 17(c)) of Buyer’s rights and/or obligations under the Transaction Documents; provided that, (i) so long as no Event of Default has occurred, Buyer shall satisfy the applicable requirements in Section 17(c) below (including, without limitation, that the proposed participant be a Qualified Assignee that is not a Competitor or an Affiliate of a Competitor), (ii) Buyer’s obligations and Seller’s rights and obligations under the Transaction Documents shall remain unchanged, (iii) Buyer shall retain sole decision-making authority under the Transaction Documents, (iv) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Transaction Documents and (v) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such participation interest thereinor to pay or reimburse Buyer for any costs that would not have been incurred by Buyer had no participation interests in such Transactions been issued or sold. (c) Buyer may at any time sell and assign up to 100% (in the aggregate, in one or more transactions, and including any participation under Section 17(b)) of the rights and obligations of Buyer under the Transaction Documents. From and after the effective date of such assignment, Permit such assignee shall be a party and, to the extent provided in such assignment agreement, have the rights and obligations of Buyer under the Transaction Documents with respect to the percentage and amount of the Repurchase Price allocated to it;. Notwithstanding the foregoing provisions of this Section 17 or other assetanything to the contrary herein, so long as no Event of Default has occurred and is continuing, (i) Buyer shall have first obtained Seller’s prior written consent to such assignment or participation, which by such consent shall not be unreasonably withheld, delayed or conditioned so long as such assignee or participant is a Qualified Assignee and not a Competitor or an Affiliate of a Competitor, (ii) Buyer shall notify Seller in writing of such assignment or participation at least ten (10) days prior to the terms effective date thereof, (iii) Buyer shall not assign or participate a controlling interest of the rights and obligations of Buyer under the Transaction Documents, (iv) Buyer, in connection with any such assignment or participation, shall retain all decision-making authority under the Transaction Documents including, without limitation, decisions related to Margin Deficits and whether to purchase any Eligible Assets and (v) Buyer shall be the agent for any assignees or participants and Seller shall not be obligated to deal directly with any party other than Buyer or an Affiliate of Buyer. (d) As long as an Event of Default shall have occurred and be continuing, Buyer may assign, participate or sell its rights and obligations under the Transaction Documents and/or any Transaction to any Person without prior notice to Seller and without regard to the limitations set forth in Section 17(b) and Section 17(c) above. From and after the date Buyer is no longer a party to this Agreement, Buyer shall have no obligation to act as agent or to make decisions under this Agreement. (e) Buyer, acting solely for this purpose as an agent of Seller, shall maintain a copy of each assignment and a register for the recordation of the names and addresses of the assignees, and ownership rights in the Transactions, Purchased Assets or other interests under this Agreement. The entries in such register shall be conclusive absent manifest error, and each of Seller and Buyer and their respective assignees shall treat each Person whose name is intended recorded in such register pursuant to the terms hereof as the beneficial owner of the interests in the Transactions, Purchased Assets or other interests under this Agreement for all purposes. If any assignee is a non-U.S. Person, such assignee shall timely provide Seller with such forms as may be included required to establish the assignee’s status for U.S. withholding tax purposes and shall comply with Section 3(r) if it were Buyer. The register shall be available for inspection by Seller at any reasonable time and from time to time upon reasonable prior notice. (f) If Buyer sells a participation, Buyer shall, acting solely for this purpose as an agent of Seller, maintain a register on which it enters the name and address of each participant and the ownership rights of each participant in the Transactions, Purchased Assets or other interests under this Agreement. The entries in such register shall be conclusive absent manifest error, and Buyer shall treat each Person whose name is recorded in such register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. If any participant is a non-U.S. Person, such participant shall timely provide Seller with such forms as may be required to establish such participant’s status for U.S. withholding tax purposes and shall comply with Section 3(r) if it were Buyer. The register shall be available for inspection by Seller at any reasonable time and from time to time upon reasonable prior notice; provided that Buyer shall have no obligation to disclose all or any portion of the register regarding participants (including the identity of any participant or any information relating to a participant’s beneficial interest in this Agreement) to any Person except to the extent that such disclosure is necessary to establish that such beneficial interest in this Agreement or other obligation is in registered form under Treasury Regulations Section 5f.103-1(c). (g) Subject to the foregoing, the Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the parties to the Transaction Documents and their respective successors, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents. (h) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent or prohibit Buyer from pledging its interest in the Purchased Assets is determined not capable hereunder to a Federal Reserve Bank in support of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any borrowings made by Buyer from such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the ClosingFederal Reserve Bank; provided, however, that neither Sellers nor Purchaser no such pledge shall be required to make any expenditurerelease Buyer, incur any Liabilityas the case may be, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party of its obligations hereunder or parties thereto; provided, however, that substitute any such efforts described in clauses (i) through (iii) above shall be made only with pledgee for Buyer, as the consentcase may be, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is as a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedparty hereto. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.

Non-Assignability. (a) If The Program Agreements are not assignable by any ContractSeller. Buyer may from time to time assign or participate all or a portion of its rights and obligations under this Agreement and the Program Agreements with Sellers’ prior written consent, Transferred Equity Interest (or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended not to be included unreasonably withheld or delayed; provided, that such assignee or participant is an Eligible Transferee; provided further that such consent shall not be required if Buyer assigns its rights and obligations (i) to an Affiliate (that is not an “employee benefit plan” (as defined in the Purchased Assets Section 3(3) of ERISA) that is determined not capable subject to Title I of being assigned or transferred (whether pursuant ERISA, a “plan” as defined by and subject to Sections 363 or 365 Section 4975 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject entity deemed to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits hold “plan assets” of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality either of the foregoing, with respect that would cause Sellers to incur any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations prohibited transaction excise tax penalties under Section 4975 of the Parties Code) of Buyer, (ii) after the occurrence and during the continuance of an Event of Default; provided, further that, so long as no Event of Default has occurred and is continuing (a) Buyer’s obligations and Sellers’ rights and obligations under this Section 2.4(bthe Program Agreements shall remain unchanged, (b) until Buyer shall remain solely responsible to Sellers for the performance of such consent is obtained. obligations, (c) If Purchaser is provided Sellers shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the benefits Program Agreements, and (d) Buyer shall continue to control all decision-making under this Agreement and the Program Agreements; provided, further that in no event shall an assignment to an Affiliate of Buyer cause any amount payable by Sellers under Sections 5, 11.b, 11.d, 11.e, or 11.f to be greater than such amounts that would be payable if Deutsche Bank AG, New York Branch was Buyer and provided, further, however that Buyer shall maintain as agent of Sellers, for review by Sellers upon written request, a register of the names and addresses of any Non-Assignable Asset pursuant to Section 2.4(bassignees and a copy of an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), Purchaser specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, such assignee shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other be a party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from hereto and after the Closing Date and if Purchaser fails to perform each Program Agreement to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is percentage or portion set forth in the subject Assignment and Acceptance, and shall succeed to the applicable rights and obligations of such failure Buyer hereunder. Unless otherwise stated in the Assignment and Acceptance, Sellers shall continue to perform take directions solely from Buyer unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, otherwise notified by Buyer in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice thereforwriting. To the extent that Purchaser is provided the benefits of Buyer may distribute to any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against permitted assignee any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit document or other asset, which information delivered to Buyer by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase PriceSellers.

Non-Assignability. (a) If No Seller Party may assign any Contract, Transferred Equity Interest of its rights or obligations under this Agreement or the other Transaction Documents without the prior written consent of Purchaser (which may be granted or withheld in Purchaser’s sole and absolute discretion) and any attempt by any Seller Party to assign any of its rights or obligations under this Agreement or any interest thereinother Transaction Document without the prior written consent of Purchaser shall be null and void. (b) Purchaser may, without consent of Seller, at any time and from time to time, assign or participate some or all of its rights and obligations under the Transaction Documents and/or under any Transaction (subject to Article 9(a), Permit or other asset, which by ) to any Person in conformity with the terms and conditions of this Agreement, is intended to be included in the Purchased Asset Documents of any Purchased Assets is determined not capable of being assigned including eligibility requirements, qualified transferee requirements or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closinglike; provided, however, that neither Sellers nor that, so long as no Event of Default shall have occurred and be continuing, without the prior written consent of Seller (i) no assignment or participation shall be made to a Direct Competitor, (ii) unless Purchaser assigns or participates its entire interest under this Agreement and the Transactions hereunder, Purchaser shall retain control over all consents, waivers, approvals and determinations under the Transaction Documents (including Market Value determinations) and Seller shall not be required to make interact with any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to party other than Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce Seller shall not be charged for or be required to reimburse Purchaser or any other Person for any costs or expenses related to any such assignment or participation. In connection with any permitted assignment or participation, Purchaser may bifurcate or allocate (i.e. senior/subordinate) amounts due to Purchaser. Seller agrees to cooperate with Purchaser in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, the Transaction Documents to which it is a party in order to give effect to such assignment, transfer or sale of participating interest. (c) Purchaser, acting solely for this purpose as an agent of Seller, shall maintain at one of its offices a register for the account recordation of the names and addresses of Purchaser and at each permitted purchaser, transferee and assignee, as applicable, and the cost of Purchaser any rights of Sellers arising amounts (and stated interest) owing to, each purchaser, transferee and assignee pursuant to the terms hereof from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described time to time (the “Register”). The entries in clauses (i) through (iii) above the Register shall be made only with the consentconclusive absent manifest error, and the parties hereunder shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Purchaser for all purposes of this Agreement. The Register shall be available for inspection by Seller at any reasonable time and from time to time upon reasonable prior notice. (d) If Purchaser sells a participation with respect to its rights under this Agreement or under any other Transaction Document with respect to the directionPurchased Assets, it shall, acting solely for this purpose as an agent of Purchaser. Without limiting Seller, maintain a register on which it enters the generality name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Purchased Assets (the “Participant Register”); provided that Purchaser shall have no obligation to disclose all or any portion of the foregoingParticipant Register (including the identity of any participant or any information relating to a participant’s interest in any Transaction Document) to any Person except to Seller or to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 5f.103-1(c) of the United States Treasury regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Purchaser and Seller shall treat each Person whose name is recorded in the register as the owner of such participation interest for all purposes of this Agreement notwithstanding any notice to the contrary. Each participant shall be entitled to the benefits of Article 6 (subject to the requirements and limitations therein, including the requirements under Article 6(c)(v) (it being understood that the documentation required under Article 6(c)(v) shall be delivered to Purchaser selling such participation)) to the same extent as if it were a Purchaser and had acquired its interest by assignment pursuant to this Article 20 and shall not be entitled to receive any greater payment under Article 6, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior participation, than Purchaser selling the participation would have been entitled to receive, except to the Closing Date, Purchaser shall enter into extent such entitlement to receive a sublease containing greater payment results from a change in any Requirement of Law that occurs after the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy participant acquired the obligations of the Parties under this Section 2.4(b) until such consent is obtainedapplicable participation. (ce) If Purchaser is provided Subject to the benefits of foregoing, the Transaction Documents and any Non-Assignable Asset pursuant Transactions shall be binding upon and shall inure to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof parties and their respective successors and assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required hereinTransaction Documents and their respective successors, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (benefit or any other interest therein)legal or equitable right, Permit power, remedy or other asset, which by claim under the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase PriceTransaction Documents.

Non-Assignability. The rights and obligations of the parties under this Repurchase Agreement and under any Transaction shall not be assigned by the Seller without the prior written consent of the Buyer. Subject to the foregoing, this Repurchase Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Repurchase Agreement. Buyer may from time to time assign all or a portion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents; provided, however that Buyer, as agent for the Seller, shall maintain, for review by the Seller upon written request, a register of assignees (the “Register”) and a copy of an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned; and provided, further, that there shall not be more than five (5) “Buyers” hereunder at any one time. Upon such assignment, (a) If such assignee shall be a party hereto and to each Repurchase Document 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 Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. Unless otherwise stated in the Assignment and Acceptance, the Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any Contract, Transferred Equity Interest (or prospective assignee any interest therein), Permit document or other asset, which information delivered to Buyer by the terms Seller. The Buyer may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Repurchase Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; Buyer’s obligations under this Repurchase Agreement shall remain unchanged, (ii) cooperate in any reasonable and lawful arrangement designed the Buyer shall remain solely responsible to provide the benefits other parties hereto for the performance of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchasersuch obligations; and (iii) enforce for the account Seller shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Repurchase Agreement and the other Repurchase Documents. Notwithstanding the terms of Purchaser and at Section 7, each participant of the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above Buyer shall be made only with entitled to the consent, additional compensation and at other rights and protections afforded the direction, of Purchaser. Without limiting Buyer under Section 7 to the generality of same extent as the foregoing, Buyer would have been entitled to receive them with respect to the participation sold to such participant. The Buyer may, in connection with any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on assignment or prior participation or proposed assignment or participation pursuant to this Section 21, disclose to the Closing Dateassignee or participant or proposed assignee or participant, Purchaser shall enter into a sublease containing as the same terms and conditions as such lease (unless such lease by case may be, any information relating to the Seller or any of its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations subsidiaries or to any aspect of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided transactions that has been furnished to the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, buyer by or on behalf of the applicable Seller, for Seller or any of its subsidiaries; provided that such assignee or participant agrees to hold such information subject to the benefit confidentiality provisions of this Repurchase Agreement. The Buyer may at any time create a security interest in all or any portion of its rights under this agreement in favor of any Federal Reserve Bank in accordance with regulation a of the issuer thereof Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank. No such assignment shall release the assigning buyer from its obligations hereunder. In the event the Buyer assigns all or the other party or parties theretoa portion of its rights and obligations under this agreement, the obligations (including payment obligations) of the applicable Seller thereunder or parties hereto agree to negotiate in connection therewith arising from and after the Closing Date and if Purchaser fails good faith an amendment to perform this agreement to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure add agency provisions similar to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be those included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis repurchase agreements for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Pricesimilar syndicated repurchase facilities.

Non-Assignability. (a) If Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, transfer, conveyance, assignment and delivery of any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which by the terms of this Agreementproperty, is intended to be included in the Purchased Assets is determined not capable of being assigned right or transferred (whether pursuant to Sections 363 or 365 claim of the Bankruptcy Code) to Purchaser at Seller that would be a Transferred Asset under Section 2.1 but for the Closing without fact that such sale, transfer, conveyance, assignment and delivery is prohibited by any applicable Law or would require the consent Consent of another party thereto, the issuer thereof any Person other than any Party or any third party of their respective Affiliates or Related Parties that has not been obtained as of the Effective Time (including each, a Governmental Authority) (“Non-Assignable AssetsTransferred Asset”), this Agreement shall not constitute an agreement to effect such sale, transfer, conveyance, assignment thereof, and delivery if such action would constitute a breach or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility violation with respect to such Non-Assignable Assets Transferred Asset unless and until the applicable Consent of such Person has been obtained; provided, that the foregoing shall be not limit or affect the Seller’s and the Seller Stockholders’ representations and warranties in Articles IV and V or the conditions set forth in Section 3.3(a)-(b). To the extent that any required Consent is not obtained prior to use reasonable best effortsthe Effective Time, at no cost to Sellers, to from and after the Effective Time: (i) the Parties shall cooperate and use commercially reasonable efforts to provide or cause to Purchaser be provided to the Buyer Sub the benefits of any each Non-Assignable Assets; Transferred Asset until the applicable Consent is obtained, (ii) the Parties shall cooperate in any and agree upon a reasonable and lawful arrangement designed to provide any such benefits to the benefits Buyer Sub after the Effective Time (and the Seller shall hold in trust for and pay to the Buyer Sub promptly upon receipt thereof, all income, proceeds and other monies received by the Seller or any of any its Affiliates in connection with such Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; Transferred Asset) and (iii) enforce at the Buyer Sub’s request, the Seller shall use commercially reasonable efforts to enforce, for the account of Purchaser and at the cost of Purchaser Buyer Sub, any rights of Sellers the Seller arising from any such Non-Assignable Asset against such party Transferred Asset, including the rights to elect to terminate, to amend or parties thereto; provided, however, that any such efforts described to extend the terms in clauses (i) through (iii) above shall be made only accordance with the consent, and at the direction, of Purchaserterms thereof. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf Upon receipt of the applicable Seller, Consent for the benefit of the issuer thereof or the other party or parties theretoa Non-Transferred Asset, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from shall sell, transfer, convey, assign and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to deliver such Non-Assignable Transferred Asset and arising from and after to the Closing Date (other than such Damages that have resulted from Buyer Sub with no additional purchase price due therefore. In addition, following the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubtEffective Time, the inability of any ContractParties shall execute and deliver, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended shall cause to be included in the Purchased Assets executed and delivered, such documents and other instruments and shall take, or shall cause to be assigned or transferred taken, such further actions as may be reasonably required to Purchaser at the Closing shall not (i) carry out this Section 2.5 and give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment effect to the Purchase Pricetransactions contemplated by this Section 2.5.

Non-Assignability. (a) If Subject to Article 17(b) below, Seller may not assign any Contractof its respective rights or obligations under this Agreement without the prior written consent of Buyer (not to be unreasonably withheld or delayed) and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void. Buyer may, Transferred Equity Interest (without consent of Seller, sell to one or any interest therein)more banks, Permit financial institutions or other assetentities (“Participants”) (other than with respect to an assignment to a Prohibited Transferee, which by shall be subject to the terms prior written consent of this AgreementSeller) participating interests in any Transaction, is intended to be included its interest in the Purchased Assets Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to time, upon prior written notice to Seller, assign to any Person (other than Prohibited Transferees, so long as no Event of Default has occurred and is determined continuing, in which case such limitation shall not capable of being assigned or transferred apply) (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party theretoan “Assignee” and together with Participants, each a “Transferee” and collectively, the issuer thereof “Transferees”) all or any third party (including a Governmental Authority) (“Non-Assignable part of its rights its interest in the Purchased Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closingother interest of Buyer under this Agreement; provided, however, that neither Sellers nor Purchaser in all such circumstances (for the avoidance of doubt, including participations) other than a sale, assignment, transfer or participation by Buyer of one hundred percent (100%) of its rights and obligations under the Transaction Documents (which sale, assignment, transfer or participation, if Buyer does not retain control and authority over its rights and obligations under the Transaction Documents, shall be required subject to make any expenditurethe prior written consent of Seller, incur any Liabilitynot to be unreasonably withheld, agree to any modification to any Contract conditioned or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellersdelayed), except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide Buyer shall retain control and authority over its rights and obligations under the Transaction Documents and any Transaction, subject to Purchaser the benefits of any Non-Assignable Assets; major decision approval rights, (ii) cooperate in Seller shall not be obligated or required to deal directly or indirectly with any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; Person other than Buyer, and (iii) enforce Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party costs or parties thereto; provided, however, that expense relating to any such efforts described in clauses (i) through (iii) above shall be made only sale, assignment, transfer or participation. Each of Seller and Guarantor agrees to reasonably cooperate with the consentBuyer, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at PurchaserBuyer’s sole cost and expense, in which caseconnection with any such assignment, Purchaser transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale. Seller agrees that each properly registered Participant shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided be entitled to the benefits of any Non-Assignable Asset pursuant to Section 2.4(bArticle 3(h), Purchaser shall indemnifyArticle 3(i), defend and hold Sellers harmless from Articles 3(n) through (s) (subject to the requirements and against any limitations therein, including, without limitation and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For for the avoidance of doubt, the inability requirements under Article 3(o) or Article 3(p) (it being understood that the documentation required under Article 3(p) shall be delivered to the participating Buyer or Assignee, as applicable)) to the same extent as if it were an Assignee and had acquired its interest by assignment pursuant to this Article 17(a); provided that such Participant (A) agrees to be subject to the provisions of Article 3 as if it were an Assignee under this Article 17(a), and (B) shall not be entitled to receive any Contractgreater payment under Article 3(o) or Article 3(q), Transferred Equity Interest (with respect to any participation, than its participating Buyer or Assignee, as applicable, would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any other interest therein), Permit change in any Requirement of Law or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets interpretation or application thereof by a Governmental Authority, in any case which occurs after the Participant acquired the applicable participation. Each Buyer or Assignee that sells a participation agrees to be assigned or transferred use reasonable efforts to Purchaser at cooperate with Sellers to effectuate the Closing shall not (i) give rise to a basis for termination provisions of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment Article 3 with respect to the Purchase Priceapplicable Participant.

Non-Assignability. (a) If The rights and obligations of Seller under the Transaction Documents, the Hedging Transactions and under any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which Transaction shall not be assigned by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing Seller without the prior written consent of another party thereto, the issuer thereof Buyer. Any attempt by Seller to assign any of its rights or any third party (including a Governmental Authority) (“Non-Assignable Assets”), obligations under this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such without the prior written consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser of Buyer shall be required to make any expenditurenull and void, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such effortsab initio. (b) To Buyer may at any time, without the extent that the consents referred consent of Seller, sell participations in up to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided 100% (in the Ancillary Documents to which aggregate, in one or more Sellers is a partyTransactions, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best effortsincluding any assignments under Section 17(c)) of Buyer’s rights and/or obligations under the Transaction Documents; provided that, at so long as no cost to SellersEvent of Default has occurred, to (i) provide to Purchaser Buyer’s obligations and Seller’s rights and obligations under the benefits of any Non-Assignable Assets; Transaction Documents shall remain unchanged, (ii) cooperate in any reasonable and lawful arrangement designed to provide Buyer shall retain sole decision-making authority under the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and Transaction Documents, (iii) enforce Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Transaction Documents, (iv) without the prior written consent of Seller, Buyer shall only sell participations of its rights and obligations under the Transaction Documents to a Qualified Transferee, and (v) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for the account of Purchaser and at the any cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that expense relating to any such efforts described in clauses (i) through (iii) above shall be made only with the consentsale, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on participation or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedtransfer. (c) If Purchaser is provided Buyer may at any time, without the benefits consent of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for sell and assign up to 100% (in the benefit of the issuer thereof aggregate, in one or the other party or parties theretomore Transactions, the obligations (and including payment obligationsany participation under Section 17(b)) of the applicable Seller thereunder or in connection therewith arising from rights and obligations of Buyer under the Transaction Documents. From and after the Closing Date and if Purchaser fails to perform effective date of such assignment, such assignee shall be a party and, to the extent required hereinprovided in such assignment agreement, Sellershave the rights and obligations of Buyer under the Transaction Documents with respect to the percentage and amount of the Repurchase Price allocated to it; provided that, without waiving any rights or remedies that they may have under this Agreement or applicable Lawsso long as no Event of Default has occurred and is continuing, may (i) suspend their performance Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remediedTransaction Documents, or (ii) perform at Purchaser’s Buyer shall retain sole cost and expensedecision-making authority under the Transaction Documents, in which case, Purchaser shall reimburse Sellers’ costs and expenses (iii) Buyer will give written notice of any assignment within five (5) calendar days after the effective date of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of assignment to each party (but Buyer shall not have any Non-Assignable Asset pursuant liability for any failure to Section 2.4(btimely provide such notice), Purchaser (iv) without the prior written consent of Seller, Buyer shall indemnifyonly assign any of its rights and obligations under the Transaction Documents to a Qualified Transferee, defend and hold Sellers harmless from and against (v) Seller shall not be charged for, incur or be required to reimburse Buyer or any and all Liabilities other Person for any cost or expense relating to any such Non-Assignable Asset sale, assignment or transfer. Any sale or assignment by Buyer of its rights or obligations under the Transaction Documents that does not comply with this Section 17(c) shall be treated for purposes of the Transaction Documents as a sale by Buyer of a participation in such rights and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellersobligations in accordance with Section 17(b). (d) For As long as an Event of Default shall have occurred and be continuing, Buyer may assign, participate or sell its rights and obligations under the avoidance Transaction Documents and/or any Transaction to any Person without prior notice to Seller and without regard to the limitations set forth in Section 17(b) and Section 17(c) above. From and after the date Buyer is no longer a party to this Agreement, Buyer shall have no obligation to act as agent or to make decisions under this Agreement. (e) Buyer, acting solely for this purpose as an agent of doubtSeller, shall maintain a copy of each assignment and a register for the inability recordation of any Contractthe names and addresses of the assignees, Transferred Equity Interest (or any other interest therein)and ownership rights in the Transactions, Permit Purchased Assets or other assetinterests under this Agreement. The entries in such register shall be conclusive absent manifest error, which and each of Seller and Buyer and their respective assignees shall treat each Person whose name is recorded in such register pursuant to the terms hereof as the beneficial owner of the interests in the Transactions, Purchased Assets or other interests under this Agreement for all purposes. Such register shall be available for inspection by the terms Seller and Buyer, at any reasonable time and from time to time upon reasonable prior notice. If any assignee is a non-U.S. Person, such assignee shall timely provide Seller with such forms as may be required to establish the assignee’s status for U.S. withholding tax purposes. (f) If Buyer sells a participation, Buyer shall, acting solely for this purpose as an agent of Seller, maintain a register on which it enters the name and address of each participant and the ownership rights of each participant in the Transactions, Purchased Assets or other interests under this Agreement. The entries in such register shall be conclusive absent manifest error, and Buyer shall treat each Person whose name is recorded in such register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. If any participant is intended a non-U.S. Person, such participant shall timely provide Seller with such forms as may be required to establish such participant’s status for U.S. withholding tax purposes. (g) Subject to the foregoing, the Transaction Documents and any Transactions shall be included binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the parties to the Transaction Documents and their respective successors, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents. (h) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent or prohibit Buyer from pledging its interest in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise hereunder to a basis Federal Reserve Bank in support of borrowings made by Buyer from such Federal Reserve Bank; provided, however, no such pledge shall release Buyer, as the case may be, from any of its obligations hereunder or substitute any such pledgee for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to Buyer, as the Purchase Pricecase may be, as a party hereto.

Non-Assignability. Except as set forth in Section [CONFIDENTIAL TREATMENT REQUESTED] /*/ of this Service Agreement, neither party may assign its rights and obligations under this Service Agreement without the consent of the other party; provided, however, that each party may assign this Agreement in connection with (a) If any Contractthe sale of all or substantially all of the capital stock or assets of such party, Transferred Equity Interest or (or any interest therein)b) the acquisition by a third party of a party to this Agreement by merger, Permit consolidation, reorganization or other assetbusiness combination whereby more than fifty (50) percent of the voting securities of a party to this Agreement are sold or transferred to a third party (a "Business Combination"). Notwithstanding the foregoing, in the event of a [CONFIDENTIAL TREATMENT REQUESTED] /*/ Xerox shall have the right in its complete and unfettered discretion to [CONFIDENTIAL TREATMENT REQUESTED] /*/ above. Notwithstanding the foregoing, PRESSTEK may delegate a portion of its obligations pursuant to this Service Agreement to its subcontractors and manufacturers, provided that PRESSTEK contractually obligates and guarantees the /*/ [CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. performance of the foregoing and indemnifies XEROX against any and all claims, losses, demands, causes of action or other liability which by may arise in connection with such delegation, subject to the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to including Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset warranty, indemnity and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct limitation of Sellers)liability. (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.

Non-Assignability. (a) If Subject to Article 18(c) below, Seller may not assign any Contract, Transferred Equity Interest (of its rights or any interest therein), Permit or other asset, which by the terms of obligations under this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing Agreement without the prior written consent of another party thereto, the issuer thereof Buyer and any attempt by Seller to assign any of its rights or any third party (including a Governmental Authority) (“Non-Assignable Assets”), obligations under this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such without the prior written consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser of Buyer shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such effortsnull and void ab initio. (b) To Buyer may, at any time, without the extent that the consents referred consent of Seller or Guarantor, sell participations to any Person (“Participants”) in Section 2.4(aup to one hundred percent (100%) are not obtained by Sellers, except as otherwise provided (in the Ancillary Documents to which aggregate, in one or more Sellers is transactions, including any assignments hereunder) of Buyer’s rights and obligations under the Transaction Documents and under any Transaction. Buyer may at any time, without the consent of Seller or Guarantor (except as provided below) but upon notice to Seller, sell and assign to any Person (an “Assignee” and together with Participants, each a party“Transferee” and collectively, Sellers’ sole responsibility with respect “Transferees”) up to such Non-Assignable Assets shall be one hundred percent (100%) (in the aggregate, in one or more transactions, and including any participation hereunder) of the rights and obligations of Buyer under the Transaction Documents and under any Transaction. Notwithstanding the foregoing, Buyer agrees that, prior to use reasonable best effortsthe occurrence and continuance of an Event of Default, at no cost to Sellers, to (i) provide Buyer shall not assign, participate or sell all or any portion of its rights and obligations under the Transaction Documents to Purchaser the benefits of any Non-Assignable AssetsPerson other than a Qualified Transferee; (ii) cooperate in Buyer shall not assign, participate or sell all or any reasonable portion of its rights and lawful arrangement designed obligations under the Transaction Documents to any Person that is a Prohibited Transferee or an Underlying Borrower-Related Party; (iii) Buyer will provide the benefits Seller with written notice of any Non-Assignable Assets assignment, participation or sale at least thirty (30) calendar days prior to Purchaser without incurring the effective date thereof; (iv) Seller shall not be obligated or required to deal directly with any financial obligation to PurchaserPerson other than Buyer or any Affiliate of Buyer; and (iiiv) enforce for Buyer or an Affiliate of Buyer shall continue to (A) control the account of Purchaser and at the cost of Purchaser any decision-making rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to the Purchased Assets, (B) determine whether to purchase any Non-Assignable Eligible Asset that is in a Contract Transaction and (C) determine the Market Value of Leased Real Property for which a consent is not obtained on the Purchased Assets, in each case in accordance with the Transaction Documents. During the continuance of an Event of Default, Buyer may assign, participate or sell its rights and obligations under the Transaction Documents and/or any Transaction to any Person without prior notice to Seller and without regards to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under limitations in this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of SellersArticle 18(b). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.

Non-Assignability. (a) If No Seller Party may assign any Contract, Transferred Equity Interest of its rights or obligations under this Agreement or the other Transaction Documents without the prior written consent of Purchaser (which may be granted or withheld in Purchaser’s sole and absolute discretion) and any attempt by any Seller Party to assign any of its rights or obligations under this Agreement or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing Transaction Document without the prior written consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such effortsnull and void. (b) To Purchaser may, with the extent consent of Lead Seller (such consent not to be unreasonably withheld, conditioned or delayed, it being agreed that Lead Seller’s refusal to consent to an assignment to any Person that is not an Eligible Assignee shall not be deemed unreasonable), at any time and from time to time, assign or participate some or all of its rights and obligations under the consents referred Transaction Documents and/or under any Transaction; provided, that, no consent of any Seller shall be required if (i) an Event of Default shall have occurred and be continuing at the time of such assignment or (ii)(A) such assignment is to in Section 2.4(aan Affiliate of Purchaser or an Approved Fund and (B) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents Sellers shall only be required to which one interface with such Affiliate or more Sellers is a party, Sellers’ sole responsibility such Approved Fund with respect to this Agreement and the Transactions hereunder and such Non-Assignable Assets Affiliate or such Approved Fund shall have all authority to enforce remedies and provide consents, waivers or approvals (including, without limitation, approving any Eligible Asset as a Purchased Asset or any extension of the Availability Period) under this Agreement and to determine the Market Value for any Purchased Asset under this Agreement; provided further that, Lead Seller shall be deemed to use reasonable best efforts, at no cost have consented to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses assignment (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Sellerexcept, for the benefit avoidance of doubt, if the issuer proposed assignee is a Disqualified Institution) unless it shall object thereto by written notice to Purchaser within five (5) Business Days after having received written notice thereof from Purchaser. In connection with any permitted assignment or the other party participation, Purchaser may bifurcate or parties theretoallocate (i.e. senior/subordinate) amounts due to Purchaser. Each Seller agrees to reasonably cooperate with Purchaser, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s Purchasers sole cost and expense, in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, the Transaction Documents to which caseit is a party in order to give effect to such assignment, transfer or sale of participating interest, provided, that any such amendments, supplements and other modifications do not increase the obligations or liabilities of the Seller Parties to more than a de minimis extent. In connection with the foregoing, Purchaser shall reimburse not assign its rights or sell participations in a manner that would have material adverse tax consequences to Sellers’ costs , Guarantor or any other direct or indirect owners (including, without limitation, causing all or any portion of Sellers or Guarantor to be treated as a “taxable mortgage pool” for federal income tax purposes). (c) Purchaser, acting solely for this purpose as an agent of Sellers, shall maintain at one of its offices a register for the recordation of the names and expenses addresses of such performance immediately upon receipt of an invoice therefor. To Purchaser and each permitted purchaser, transferee and assignee, as applicable, and the extent that Purchaser is provided the benefits of any Non-Assignable Asset amounts (and stated interest) owing to, each purchaser, transferee and assignee pursuant to Section 2.4(bthe terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the parties hereunder shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Purchaser for all purposes of this Agreement. The Register shall indemnifybe available for inspection by Sellers at any reasonable time and from time to time upon reasonable prior notice. No sale, defend and hold Sellers harmless from and against any and all Liabilities relating transfer or assignment pursuant to such Non-Assignable Asset and arising from and after this Article 20 shall be effective until reflected in the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers)Register. (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (If Purchaser sells a participation with respect to its rights under this Agreement or under any other Transaction Document with respect to the Purchased Assets, it shall, acting solely for this purpose as an agent of Sellers, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets (the “Participant Register”); provided that Purchaser shall have no obligation to be assigned disclose all or transferred to Purchaser at any portion of the Closing shall not Participant Register (i) give rise including the identity of any participant or any information relating to a basis participant’s interest in any Transaction Document) to any Person except to Sellers or to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 5f.103-1(c) of the United States Treasury regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Purchaser and Sellers shall treat each Person whose name is recorded in the register as the owner of such participation interest for termination all purposes of this Agreement notwithstanding any notice to the contrary. No participation pursuant to ARTICLE VIII this Article 20 shall be effective until reflected in the Participant Register. (e) Subject to the foregoing, the Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in the Transaction Documents, express or (ii) implied, shall give rise to any right to any adjustment Person, other than the parties to the Purchase PriceTransaction Documents and their respective successors and permitted assigns, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents.

Non-Assignability. The rights and obligations of the parties under this Repurchase Agreement and under any Transaction shall not be assigned by any Seller without the prior written consent of the Buyer. Subject to the foregoing, this Repurchase Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, and with respect to Buyer, other than the Security Trustee and Buyer’s investment manager, any benefit of any legal or equitable right, power, remedy or claim under this Repurchase Agreement. Buyer may from time to time assign all or a portion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents; provided, however that Buyer, as agent for the Sellers, shall maintain, for review by the Sellers upon written request, a register of assignees (the “Register”) and a copy of an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned; and provided, further, that there shall not be more than five (5) “Buyers” hereunder at any one time. Upon such assignment, (a) If such assignee shall be a party hereto and to each Repurchase Document 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 Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. Unless otherwise stated in the Assignment and Acceptance, the Sellers shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any Contract, Transferred Equity Interest (or prospective assignee any interest therein), Permit document or other asset, which information delivered to Buyer by the terms any Seller. The Buyer may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Repurchase Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; Buyer’s obligations under this Repurchase Agreement shall remain unchanged, (ii) cooperate in any reasonable and lawful arrangement designed the Buyer shall remain solely responsible to provide the benefits other parties hereto for the performance of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchasersuch obligations; and (iii) enforce for the account Sellers shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Repurchase Agreement and the other Repurchase Documents. Notwithstanding the terms of Purchaser and at Section 7, each participant of the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above Buyer shall be made only with entitled to the consent, additional compensation and at other rights and protections afforded the direction, of Purchaser. Without limiting Buyer under Section 7 to the generality of same extent as the foregoing, Buyer would have been entitled to receive them with respect to the participation sold to such participant. The Buyer may, in connection with any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on assignment or prior participation or proposed assignment or participation pursuant to this Section 22, disclose to the Closing Dateassignee or participant or proposed assignee or participant, Purchaser shall enter into a sublease containing as the same terms and conditions as such lease (unless such lease by case may be, any information relating to any Seller or any of its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations subsidiaries or to any aspect of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided transactions that has been furnished to the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, Buyer by or on behalf of any Seller or any of its subsidiaries; provided that such assignee or participant agrees to hold such information subject to the applicable Seller, for the benefit confidentiality provisions of this Repurchase Agreement. The Buyer may at any time create a security interest in all or any portion of its rights under this agreement in favor of any Federal Reserve Bank in accordance with regulation a of the issuer thereof Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank. No such assignment shall release the assigning buyer from its obligations hereunder. In the event the Buyer assigns all or the other party or parties theretoa portion of its rights and obligations under this agreement, the obligations (including payment obligations) of the applicable Seller thereunder or parties hereto agree to negotiate in connection therewith arising from and after the Closing Date and if Purchaser fails good faith an amendment to perform this agreement to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure add agency provisions similar to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be those included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis repurchase agreements for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Pricesimilar syndicated repurchase facilities.

Non-Assignability. The Option shall not be transferable by the Participant otherwise than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder. Except as provided in the previous sentence, the Option shall be exercisable, during the Participant's lifetime, only by the Participant (aor, in the event of legal incapacity or incompetency, by the Participant's guardian or representative) If and shall not be assigned, pledged or hypothecated in any Contractway (whether by operation of law or otherwise) and shall not be subject to execution, Transferred Equity Interest attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Section 7, or the levy of any attachment or similar process upon the Option shall be null and void. Notwithstanding the foregoing, the Option may be transferred, in whole or in part but without consideration; (A) to any person who is a "family member" of the Participant, as such term is used in the instructions to Form S-8 as of the grant date (collectively, "Immediate Family Members"), (B) to a trust solely for the benefit of the Participant and Immediate Family Members; (C) to a partnership or any interest thereinlimited liability company whose only partners or shareholders are the Participant and Immediate Family Members; or (D) to such other transferee, including without limitation, to a charitable trust or other charitable institution established by or designated by the Participant, as may be approved by the Board, which approval shall not be unreasonably withheld; (each transferee described in clauses (A), Permit or other asset(B), which by (C) and (D) being a "Permitted Transferee"); provided that the Participant gives the Committee advance written notice describing the terms and conditions of the transfer and that the Committee does not promptly thereafter give written notice to the Participant, based on written notice from outside counsel, that such transfer violates the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 . The terms of the Bankruptcy Code) Option shall apply to Purchaser at any Permitted Transferee and any reference herein to the Closing without Participant shall be deemed to the consent extent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellerstransfer, to obtain refer to the consents necessary to assign to Purchaser the Non-Assignable Assets beforePermitted Transferee, at or after the Closing; provided, however, except that neither Sellers nor Purchaser (a) no Permitted Transferee shall be required entitled to make transfer any expenditure, incur any Liability, agree to any modification to any Contract portion of the Option other than by will or forego or alter any rights in connection with such efforts. the laws of descent and distribution and (b) To the extent that consequences of a Change of Control, and of termination of the consents referred to in Section 2.4(a) are not obtained by SellersParticipant's employment with the Company, except as otherwise provided in the Ancillary Documents Sections 3 and 4 shall continue to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedapply. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.

Non-Assignability. None of the benefits, payments, proceeds or claims of any Participant or Beneficiary shall be subject to any claim of any creditors and, in particular, the same shall not be subject to attachment or garnishment or other legal process by any legal creditor of any Participant, nor shall any such Participant have any right to alienate, anticipate, commute, pledge, encumber or assign any of the benefits or payments or proceeds which such Participant may expect to receive, contingently or otherwise, under this agreement. Notwithstanding the foregoing, the right to a benefit payable with respect to a Participant pursuant to a “qualified domestic relations order” (awithin the meaning of Code Section 414(p)) If any Contractmay be created, Transferred Equity Interest (assigned or recognized. The Committee shall establish reasonable procedures to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders. In the event a qualified domestic relations order exists with respect to a benefit payable under the Plan, the benefits otherwise payable to a Participant or Beneficiary shall be payable to the alternate payee specified in the qualified domestic relations order. Notwithstanding the foregoing or any interest therein)other provision of the Plan to the contrary, Permit or other asset, which upon receipt by the terms Committee of this Agreementa judgment, is intended order, decree or settlement agreement which expressly provides for an offset against all or part of an amount ordered or required to be included paid to the Plan against a Participant’s ESOP account under the Plan, such Participant’s ESOP account shall be reduced or offset by the amount specified in such judgment, order, decree or settlement agreement and such amount shall promptly be paid to the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the ClosingPlan; provided, however, that neither Sellers nor Purchaser shall be required to make any expendituresuch judgment, incur any Liabilityorder, agree to any modification to any Contract decree or forego or alter any rights in connection with such efforts.settlement agreement must arise from: (a) a judgment of conviction for a crime involving the Plan, (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to civil judgment (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which including a consent is not obtained on order or prior to the Closing Datedecree) entered by a court in an action brought in connection with a violation (or alleged violation) of Part 4 of ERISA, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained.or (c) If Purchaser is provided a settlement agreement between the benefits Secretary of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof Labor or the other party Pension Benefit Guaranty Corporation and the Participant in connection with a violation (or parties thereto, the obligations (including payment obligationsalleged violation) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect Part 4 of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (ERISA by a fiduciary or any other interest therein), Permit person. A Participant’s ESOP account may also be subject to and used to satisfy (1) a lien as the result of a loan under a KPlan; (2) the enforcement of a federal tax levy made pursuant to Code Section 6331; or other asset, which (3) the collection by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to United States on a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Pricejudgment resulting from an unpaid tax assessment.

Non-Assignability. The rights and obligations of the parties under this Repurchase Agreement and under any Transaction shall not be assigned by the Seller without the prior written consent of Buyer. Subject to the foregoing, this Repurchase Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Repurchase Agreement. Buyer may from time to time assign all or a portion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents; provided, however that Buyer shall maintain, for review by the Seller upon written request, a register of assignees and a copy of an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned; and provided, further, that there shall not be more than five (5) “Buyers” hereunder at any one time. Upon such assignment, (a) If such assignee shall be a party hereto and to each Repurchase Document 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 Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. Unless otherwise stated in the Assignment and Acceptance, the Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any Contract, Transferred Equity Interest (or prospective assignee any interest therein), Permit document or other asset, which information delivered to Buyer by the terms Seller. The Buyer may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; Buyer’s obligations under this Agreement shall remain unchanged, (ii) cooperate in any reasonable and lawful arrangement designed the Buyer shall remain solely responsible to provide the benefits other parties hereto for the performance of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchasersuch obligations; and (iii) enforce for the account Seller shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Agreement and the other Program Agreements. Notwithstanding the terms of Purchaser and at Section 8, each participant of the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above Buyer shall be made only with entitled to the consent, additional compensation and at other rights and protections afforded the direction, of Purchaser. Without limiting Buyer under Section 8 to the generality of same extent as the foregoing, Buyer would have been entitled to receive them with respect to the participation sold to such participant. The Buyer may, in connection with any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on assignment or prior participation or proposed assignment or participation pursuant to this Section 21, disclose to the Closing Dateassignee or participant or proposed assignee or participant, Purchaser shall enter into a sublease containing as the same terms and conditions as such lease (unless such lease by case may be, any information relating to the Seller or any of its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations subsidiaries or to any aspect of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided transactions that has been furnished to the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, buyer by or on behalf of the applicable Seller, for Seller or any of its subsidiaries; provided that such assignee or participant agrees to hold such information subject to the benefit confidentiality provisions of this agreement. The Buyer may at any time create a security interest in all or any portion of its rights under this agreement in favor of any Federal Reserve Bank in accordance with regulation a of the issuer thereof Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank. No such assignment shall release the assigning buyer from its obligations hereunder. In the event the Buyer assigns all or the other party or parties theretoa portion of its rights and obligations under this agreement, the obligations (including payment obligations) of the applicable Seller thereunder or parties hereto agree to negotiate in connection therewith arising from and after the Closing Date and if Purchaser fails good faith an amendment to perform this agreement to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure add agency provisions similar to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be those included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis repurchase agreements for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Pricesimilar syndicated repurchase facilities.

Non-Assignability. Without any requirements for further consent of the Sellers, the Buyer may assign any or all of its rights and obligations under the Repurchase Documents to its own Affiliates, and with the prior written consent of the Sellers, which consent will not be unreasonably withheld, conditioned or delayed (aprovided that if an Event of Default has occurred that the Buyer has not declared in writing to have been cured or waived, then no such consent will be required) and at no cost to the Sellers or the Buyer, the Buyer may assign any or all of its rights and obligations under the Repurchase Documents to any Eligible Assignee; provided that (1) no such assignment to any Eligible Assignee shall result in a buyer’s having a Maximum Committed Purchase Price of less than Ten Million Dollars ($10,000,000), (2) no such consent shall result in there being more than a total of ten (10) buyers (a participant is not a buyer), and (3) each such assignment shall be substantially in the form of Exhibit O, 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 (“Assignment and Acceptance”). The Sellers agree that, as to any assignment to any Affiliate of Buyer or if the Sellers consent to any such assignment to an Eligible Assignee, the Sellers will cooperate with the prompt execution and delivery of documents reasonably necessary to such assignment process to the extent that the Sellers incur no cost or expense that is not paid by the assigning Buyer. Upon such assignment, the assignee shall be a buyer for all purposes under this Repurchase Agreement and the other Repurchase Documents, if the assignment is an assignment of all of the assignor’s interest in the Mortgage Loan and its security, the assignor shall be automatically released from all of its obligations and liabilities hereunder, and, whether it is such a complete assignment or only a partial assignment, the Maximum Committed Purchase Price shall be adjusted appropriately, and the parties agree to execute an appropriate amendment to this Repurchase Agreement. If any Contract, Transferred Equity Interest (interest in this Agreement is so transferred to any Person that is organized under the laws of any jurisdiction other than the United States of America or any interest therein)State thereof, Permit or other assetthe Buyer shall cause such Person, which concurrently with the effectiveness of such transfer, (i) to represent to the Buyer (for the benefit of the Buyer and the Sellers) that under applicable laws no taxes will be required to be withheld by the terms of Sellers or the Buyer with respect to any payments to be made to such Person under this Agreement, is intended (ii) to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant furnish to Sections 363 or 365 each of the Bankruptcy CodeBuyer and the Sellers two duly completed copies of either U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form 1001 (wherein such Person claims entitlement to complete exemption from U.S. federal withholding tax on all interest payments hereunder) and (iii) to Purchaser at agree (for the Closing without benefit of the consent Buyer and the Sellers) to provide the Buyer and the Sellers a new Form 4224 or Form 1001 upon the obsolescence of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless previously delivered form and until any comparable statements in accordance with applicable United States laws and regulations and amendments duly executed and completed by such consent is obtainedPerson and to comply from time to time with all applicable laws with regard to such withholding tax exemption. Subject to acceptance and recording thereof pursuant to the following paragraph of this section, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of the Buyer under this Repurchase Agreement. Any assignment or transfer by the Buyer of rights or obligations under this Repurchase Agreement that does not comply with this Section 6.3, 22 shall be treated for purposes of this Repurchase Agreement as a sale by such Buyer of a participation in such rights and obligations in accordance with the following paragraph of this section. The Sellers shall use reasonable best effortsmaintain a register (the “Register”) on which it will record the Buyer’s rights hereunder, and Purchaser each Assignment and Acceptance and participation. The Register shall use reasonable best efforts include the names and addresses of the Buyer (including all assignees, successors and participants) and the percentage or portion of such rights and obligations assigned. Failure to cooperate with make any such recordation, or any error in such recordation shall not affect the Sellers’ obligations in respect of such rights. If the Buyer sells a participation in its rights hereunder, it shall provide the Sellers, or maintain as agent of the Sellers, the information described in this paragraph and permit the Sellers to obtain review such information as reasonably needed for the consents necessary Sellers to assign comply with its obligations under this Repurchase Agreement or under any applicable Requirement of Law. The Buyer may sell participations to Purchaser the Non-Assignable Assets before, at one or after the Closingmore Persons in or to all or a portion of its rights and obligations under this Repurchase Agreement; provided, however, that neither (i) the Buyer’s obligations under this Repurchase Agreement shall remain unchanged, (ii) the Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) the Sellers nor Purchaser shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Repurchase Agreement and the other Repurchase Documents except as provided in Section 7, (iv) the Buyer shall not sell any participating interest of less than Ten Million Dollars ($10,000,000), (v) the relevant participation agreement shall not permit the participant to transfer, pledge, assign, sell any subparticipation in or otherwise alienate or encumber its participation interest in the Mortgage Loan and (vi) the participant shall not have any rights to approve any amendment, modification or waiver of any Repurchase Documents, except to the extent such amendment, modification or waiver (A) extends the due date for payment of any amount in respect of Purchase Price, Price Differential or fees (other than the Custodian’s fees) under the Repurchase Documents or (B) reduces the Price Differential or the Purchase Price or fees applicable to any Transaction (except such reductions as are contemplated by this Repurchase Agreement). In those cases (if any) where a Buyer grants rights to any of its participants to approve amendments, modifications or waivers of any Repurchase Documents pursuant to the immediately preceding sentence, the Buyer must include a voting mechanism as to all such approval rights in the relevant participation agreement(s) whereby a readily-determinable fraction of such Buyer’s portion of the Transactions (whether held by such Buyer or participated) shall control the vote for the Transactions; provided, that if no such voting mechanism is provided for or is fully and immediately effective, then the vote of the Buyer itself shall be the vote for all of the Transactions. The Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 22, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to the Sellers or any of its Subsidiaries or to any aspect of the Transactions that has been furnished to the Buyer by or on behalf of the Sellers or any of their Subsidiaries; provided that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this Repurchase Agreement. The Buyer may at any time create a security interest in all or any portion of its rights under this Agreement in favor of any Federal Reserve Bank in accordance with regulations of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank. No such assignment shall release the assigning buyer from its obligations hereunder. In the event the Buyer assigns all or a portion of its rights and obligations under this Agreement, the parties hereto agree to negotiate in good faith an amendment to this agreement to add agency provisions similar to those included in repurchase agreements for similar syndicated repurchase facilities. The Sellers shall not be required to make any expenditure, incur any Liability, agree cost or expense incident to any modification sale to a Person of any Contract or forego or alter any rights in connection with interest under this Repurchase Agreement pursuant to this Section and all such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets costs and expenses shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any Buyer selling its rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating Mortgage Loan to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers)Person. (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.

Non-Assignability. (a) If Anything to the contrary contained herein notwithstanding, to the extent that any Contractasset which would otherwise be a Required Asset, Transferred Equity Interest (or any interest therein)claim, Permit right or other asset, which by the terms of this Agreementbenefit arising thereunder or resulting therefrom, is intended to be included in the Purchased Assets is determined not capable of being assigned sold, conveyed, assigned, transferred or transferred delivered without the approval, consent or waiver of any Persons (whether pursuant including any Governmental Body) other than Seller or Assignor, and such approval, consent or waiver of such Person is not obtained prior to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party theretoor if such sale, the issuer conveyance, assignment, transfer or delivery would constitute a breach or termination right thereof or a violation of any third party (including a Governmental Authority) (“Non-Assignable Assets”)Legal Requirements or Order, this Agreement shall not constitute an assignment a sale, conveyance, assignment, transfer or delivery thereof, or an attempted assignment thereof, unless . Any such assets shall be "NON-TRANSFERRED ASSETS" and until any such consent is obtainedshall not be deemed a Required Asset as of the Closing Date. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, take such actions as necessary and appropriate to obtain the consents whatever approval, consent or waiver is necessary to assign permit Purchaser to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser derive the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide assume the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, obligations with respect to any such Non-Assignable Transferred Asset that in accordance with this Agreement. Seller shall use good faith commercially reasonable efforts to execute any such approval, consent, waiver or instruments as reasonable or appropriate to permit such sale, conveyance, assignment, transfer or delivery of such Non-Transferred Asset. As soon as practicable after such approval, consent or waiver has been received, or is no longer required, Seller shall sell, convey, assign, transfer or deliver of such Non-Transferred Asset to Purchaser for no additional consideration, and such Transferred Assets shall be deemed a Contract of Leased Real Property for which a consent is not obtained on or prior Required Asset, and subject to the Closing Dateterms and conditions hereof relating to the sale, conveyance, assignment, transfer and delivery of Required Assets hereunder. Notwithstanding the foregoing, the parties acknowledge and agree that, assuming that Seller has used good faith commercially reasonable efforts in performing its obligations as contemplated in this Section 1.4, the failure to obtain any such approval, consent or waiver shall in no way modify or amend the rights of the parties under this Agreement, or otherwise be deemed a Breach by Seller in whole or in part whatsoever. Anything to the contrary contained herein notwithstanding, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, be solely responsible for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such licensing, transfer, conveyance or other fees, costs, expenses or charges that may be associated with obtaining the subject approval, consent or waiver as contemplated in this Section or that may otherwise be associated with the use, possession or ownership of the Required Assets, including, without limitation, those Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, Assets which by the terms of this Agreement is intended to be included in the Purchased become Required Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Priceprovisions hereof.

Non-Assignability. (a) If any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 The rights and obligations of the Bankruptcy Code) to Purchaser at the Closing parties under this Repurchase Agreement and under any Transaction shall not be assigned by either Seller without the prior written consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtainedBuyer. Subject to Section 6.3the foregoing, Sellers this Repurchase Agreement and any Transactions shall use reasonable best effortsbe binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and Purchaser shall use reasonable best efforts their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Repurchase Agreement. The Buyer may from time to cooperate with Sellers, to obtain time assign all or a portion of its rights and obligations under this Repurchase Agreement and the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the ClosingRepurchase Documents; provided, however, that neither the Buyer shall maintain, for review by the Sellers nor Purchaser upon written request a copy of an executed assignment and acceptance by the Buyer and assignee ("Assignment and Acceptance"), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, (a) such assignee shall be required a party hereto and to make any expenditureeach Repurchase Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, incur any Liabilityand shall succeed to the applicable rights and obligations of the Buyer hereunder, agree and (b) the Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. Unless otherwise stated in the Assignment and Acceptance, the Sellers shall continue to take directions solely from the Buyer unless otherwise notified by the Buyer in writing. The Buyer may distribute to any modification prospective assignee any document or other information delivered to any Contract or forego or alter any rights in connection with such effortsthe Buyer by the Sellers. (b) To the extent that the consents referred The Buyer may sell participations to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties theretoPersons; provided, however, that any such efforts described in clauses (i) through no participant under any such participation shall have any right to approve any amendment or waiver of any provision of the Repurchase Agreement or any other Repurchase Document, or any consent to any departure by the Sellers or the Buyer therefrom; (ii) the Buyer's obligations under this Repurchase Agreement shall remain unchanged; (iii) above the Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iv) the Sellers shall continue to deal solely and directly with the Buyer in connection with the Buyer's rights and obligations under this Repurchase Agreement and the other Repurchase Documents; provided that Taxes shall be made only with the consent, governed solely and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms exclusively by Section 6 and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained7. (c) If Purchaser is provided (i) Prior to the benefits occurrence of an Event of Default, the Buyer may from time to time assign all or a portion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents to any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf Person (A) without the prior written consent of the applicable SellerSellers, for provided that the benefit Buyer or an Affiliate of the issuer thereof or the other party or parties thereto, the obligations Buyer retains a portion equal to at least twenty (including payment obligations20%) of the applicable Seller thereunder Maximum Purchase Price; or (B) with the prior consent of the Sellers, which consent shall not be unreasonably withheld or delayed. The Buyer shall maintain, for review by the Sellers upon written request, a copy of an executed assignment and acceptance by the Buyer and assignee (each an "Assignment and Acceptance"), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, and pursuant to an amendment of this Repurchase Agreement as set forth in connection therewith arising from clause (iii) below, (A) such assignee shall be a party hereto and after the Closing Date and if Purchaser fails to perform each Repurchase Document to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is percentage or portion set forth in the subject Assignment and Acceptance, and shall succeed to the applicable rights and obligations of such failure the Buyer hereunder, and (B) the Buyer shall, to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided such rights and obligations have been so assigned by it be released from its obligations hereunder and under the benefits Repurchase Documents. After the occurrence and during the continuance of an Event of Default, the Buyer may assign all or a portion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents to any Non-Assignable Asset pursuant Person without the prior consent of the Sellers. Unless otherwise stated in the Assignment and Acceptance, the Sellers shall continue to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted take directions solely from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which Buyer unless otherwise notified by the terms of this Agreement is intended to be included Buyer in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Pricewriting.

Non-Assignability. The Program Agreements are not assignable by Seller or Guarantor. Buyer may from time to time assign all or a portion of its rights and obligations under this Agreement and the Program Agreements; provided, however that assignments to Buyer’s non-Affiliates shall require the consent of the Seller not to be unreasonably withheld unless there is an Event of Default, in which case no consent shall be required; and provided further that Buyer shall maintain as agent of Seller, for review by Seller upon written request, a register of assignees and a copy of an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, (a) If 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 Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it to either (i) an Affiliate of Buyer which assumes the obligations of Buyer or (ii) to another Person approved by Seller (such approval not to be unreasonably withheld) which assumes the obligations of Buyer, be released from its obligations hereunder and under the Program Agreements. Unless otherwise stated in the Assignment and Acceptance, Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any Contract, Transferred Equity Interest (or prospective assignee any interest therein), Permit document or other asset, which information delivered to Buyer by the terms Seller. The Buyer may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; Buyer’s obligations under this Agreement shall remain unchanged, (ii) cooperate in any reasonable and lawful arrangement designed the Buyer shall remain solely responsible to provide the benefits other parties hereto for the performance of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchasersuch obligations; and (iii) enforce for the account of Purchaser Seller shall continue to deal solely and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only directly with the consentBuyer in connection with the Buyer’s rights and obligations under this Agreement and the other Program Agreements, and at except as provided in Section 11(e). The Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 22, disclose to the directionassignee or participant or proposed assignee or participant, as the case may be, any information relating to the Seller or any of Purchaser. Without limiting the generality its respective Subsidiaries or to any aspect of the foregoing, with respect to any Non-Assignable Asset Transactions that is a Contract of Leased Real Property for which a consent is not obtained on or prior has been furnished to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease Buyer by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, or on behalf of the applicable Seller, for the benefit Seller or any of the issuer thereof their respective Subsidiaries; provided that such assignee or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails participant agrees to perform hold such information subject to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms confidentiality provisions of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase PriceAgreement.

Non-Assignability. (a) If To the extent that any Contract, Transferred Equity Interest (Contract or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended to be License included in the Purchased Acquired Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing Closing, without the consent Consent of another the other party thereto, the issuer thereof or any third party (including if such assignment or attempted assignment would constitute a Governmental Authority) (“Non-Assignable Assets”)breach thereof, this Agreement shall not constitute an assignment thereof, or an attempted assignment thereofassignment, unless and until any such consent Consent is obtained. Subject to Section 6.3At Purchaser’s request, Sellers shall Seller will use commercially reasonable best efforts, and Purchaser shall use reasonable best efforts which will not include the incurrence of any liability to cooperate with Sellersthe other party to the Contract, to obtain such party’s Consent to the consents necessary assignment. Purchaser will cooperate with Seller in its efforts to assign obtain the Consents. Seller will have no liability to Purchaser in the Non-Assignable Assets before, at or after the Closing; provided, however, event that neither Sellers nor Purchaser shall be required any Consent to make any expenditure, incur any Liability, agree to any modification to assignment of any Contract or forego or alter any rights in connection with such effortsis not obtained. (b) To A. In the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to event: (i) provide to Purchaser a Contract or License prohibits the benefits assignment by Seller of any Non-Assignable Assetsits rights and obligations thereunder; or (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is Seller has not obtained on or the necessary Consents to assignment from all parties prior to the Closing Date, during the eighteen (18) month period commencing with Closing, Seller shall cooperate with Purchaser shall enter into a sublease containing at no cost to Seller in any reasonable and lawful arrangements designed to provide for Purchaser the same terms benefits under such Contracts or Licenses accruing after the Closing, including the enforcement for the benefit and conditions as such lease (unless such lease at the expense of Purchaser of any rights comparable to the rights previously enjoyed by its terms prohibits such subleasing arrangement), and entry into and compliance Seller in connection with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedContracts or Licenses. (c) If B. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to under a Contract or License as set forth in Section 2.4(b)1.6.A, Purchaser shall will perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations of Seller (including payment obligations) of the applicable Seller thereunder under or in connection therewith arising from with such Contracts and after the Closing Date and if Licenses. If Purchaser fails to perform to the extent required hereinunder this Section 1.6.B, SellersSeller, after providing fifteen (15) days prior written notice or such other notice period as is reasonable under the circumstances, which notice period will not be less than any cure period provided in the underlying Contract or License, without waiving any rights or remedies that they it may have under this Agreement or applicable Laws, may (i) suspend their its performance under Section 2.4(b) in 1.6.A with respect of to the Non-Assignable Asset Contract or License that is the subject of such failure to perform unless and until such situation is remedied, ; or (ii) Seller may perform in a reasonable manner at Purchaser’s sole cost and expense, in which case, case Purchaser shall will reimburse Sellers’ Seller’s reasonable costs and expenses of such performance without xxxx-up, immediately upon receipt of an invoice therefor. To invoice. C. Seller will have no liability to Purchaser arising out of the extent that Purchaser is provided provision of the benefits of any Non-Assignable Asset pursuant to Contract or License under this Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (1.6 other than such Damages that have resulted from the for gross negligence or willful misconduct and will have no Liability for actions taken under this Section 1.6 in connection with the request or direction of Sellers). (d) For the avoidance Purchaser. Purchaser will reimburse Seller and will hold Seller harmless from and against all Liabilities incurred or asserted as a result of doubtSeller’s post-Closing direct or indirect performance, the inability requested by Purchaser under this Section 1.6, under management or ownership of any Contractnon-assignable Contract or License, Transferred Equity Interest (other than arising in connection with Seller’s gross negligence or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Pricewillful misconduct.

Non-Assignability. The rights and obligations of the parties under this Repurchase Agreement and under any Transaction shall not be assigned by any Seller without the prior written consent of Buyer. Subject to the foregoing, this Repurchase Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Repurchase Agreement. Buyer may (with the consent of the Sellers which consent shall not be unreasonably withheld, and provided, that upon the occurrence and continuation of an Event of Default, or in connection with an assignment by the Buyer to an Affiliate of the Buyer, no such Seller consent shall be required) from time to time assign all or a portion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents; pursuant to an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment and recordation of such assignment in the Register, as described below, (a) If such assignee shall be a party hereto and to each Repurchase Document 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 Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. Unless otherwise stated in the Assignment and Acceptance, the Sellers shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any Contract, Transferred Equity Interest (or prospective assignee any interest therein), Permit document or other asset, which information delivered to Buyer by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtainedSellers. Subject to acceptance and recording thereof pursuant to the following paragraph of this Section, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of Buyer under this Repurchase Agreement. Any assignment or transfer by Buyer of rights or obligations under this Repurchase Agreement that does not comply with this Section 6.3, 21 shall be treated for purposes of this Repurchase Agreement as a sale by such Buyer of a participation in such rights and obligations in accordance with the following paragraph of this Section. The Sellers shall use reasonable best effortsmaintain a register (the “Register”) on which it will record the Buyer’s rights hereunder, and Purchaser each Assignment and Acceptance and participation. The Register shall use reasonable best efforts include the names and addresses of Buyers (including all assignees, successors and participants) and the percentage or portion of such rights and obligations assigned. Failure to cooperate with make any such recordation, or any error in such recordation shall not affect the Sellers’ obligations in respect of such rights. If Buyer sells a participation in its rights hereunder, it shall provide Sellers, or maintain as agent of Sellers, the information described in this paragraph and permit Sellers to obtain the consents necessary review such information as reasonably needed for Sellers to assign comply with its obligations under this Repurchase Agreement or under any applicable Requirement of Law. The Buyer may sell participations to Purchaser the Non-Assignable Assets before, at one or after the Closingmore Persons in or to all or a portion of its rights and obligations under this Repurchase Agreement; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; Buyer’s obligations under this Repurchase Agreement shall remain unchanged, (ii) cooperate in any reasonable and lawful arrangement designed the Buyer shall remain solely responsible to provide the benefits other parties hereto for the performance of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchasersuch obligations; and (iii) enforce for the account of Purchaser Sellers shall continue to deal solely and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only directly with the consentBuyer in connection with the Buyer’s rights and obligations under this Repurchase Agreement and the other Repurchase Documents, and at except as provided in Section 7. The Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 21, disclose to the directionassignee or participant or proposed assignee or participant, as the case may be, any information relating to the Sellers or any of Purchaser. Without limiting the generality their respective Subsidiaries or to any aspect of the foregoing, with respect to any Non-Assignable Asset Transactions that is a Contract of Leased Real Property for which a consent is not obtained on or prior has been furnished to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease Buyer by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, or on behalf of the applicable Seller, for Sellers or any of their respective Subsidiaries; provided that such assignee or participant agrees to hold such information subject to the benefit confidentiality provisions of this Repurchase Agreement. The Buyer may at any time create a security interest in all or any portion of its rights under this Repurchase Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the issuer thereof Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Buyer from its obligations hereunder. In the event the Buyer assigns all or the other party or parties theretoa portion of its rights and obligations under this Repurchase Agreement, the obligations (including payment obligations) of the applicable Seller thereunder or parties hereto agree to negotiate in connection therewith arising from and after the Closing Date and if Purchaser fails good faith an amendment to perform this Repurchase Agreement to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure add agency provisions similar to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be those included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis repurchase agreements for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Pricesimilar syndicated repurchase facilities.

Non-Assignability. (a) If No Seller Party may assign any Contract, Transferred Equity Interest of its rights or obligations under this Agreement or the other Transaction Documents without the prior written consent of Purchaser (which may be granted or withheld in Purchaser’s sole and absolute discretion) and any attempt by any Seller Party to assign any of its rights or obligations under this Agreement or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing Transaction Document without the prior written consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such effortsnull and void. (b) To Purchaser may, without consent of Seller, at any time and from time to time, assign or participate some or all of its rights and obligations under the extent that Transaction Documents and/or under any Transaction (subject to Article 9(a)) to any Person; provided that, so long as no Event of Default has occurred and is continuing as of the consents referred time of the assignment or participation, unless Purchaser shall have obtained the prior consent of Seller, no such assignment or participation may be made to a Direct Competitor. In connection therewith, Purchaser may bifurcate or allocate (i.e. senior/subordinate) amounts due to Purchaser. Seller agrees to cooperate with Purchaser in Section 2.4(a) are not obtained by Sellersconnection with any such assignment, except as otherwise provided in transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, the Ancillary Transaction Documents to which one or more Sellers it is a party, Sellers’ sole responsibility with respect in each case at Purchaser’s expense, in order to give effect to such Non-Assignable Assets shall be to use reasonable best effortsassignment, at no cost to Sellers, to (i) provide to Purchaser the benefits transfer or sale of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedparticipating interest. (c) If Purchaser, acting solely for this purpose as an agent of Seller, shall maintain at one of its offices a register for the recordation of the names and addresses of Purchaser is provided and each permitted purchaser, transferee and assignee, as applicable, and the benefits of any Non-Assignable Asset amounts (and stated interest) owing to, each purchaser, transferee and assignee pursuant to Section 2.4(bthe terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, Purchaser and the parties hereunder shall perform, on behalf of treat each Person whose name is recorded in the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform Register pursuant to the extent required herein, Sellers, without waiving terms hereof as a Purchaser for all purposes of this Agreement. The Register shall be available for inspection by Seller at any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure reasonable time and from time to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately time upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers)reasonable prior notice. (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (If Purchaser sells a participation with respect to its rights under this Agreement or under any other Transaction Document with respect to the Purchased Assets, it shall, acting solely for this purpose as an agent of Seller, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets (the “Participant Register”); provided that Purchaser shall have no obligation to be assigned disclose all or transferred to Purchaser at any portion of the Closing shall not Participant Register (i) give rise including the identity of any participant or any information relating to a basis participant’s interest in any Transaction Document) to any Person except to Seller or to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 5f.103-1(c) of the United States Treasury regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Purchaser and Seller shall treat each Person whose name is recorded in the register as the owner of such participation interest for termination all purposes of this Agreement notwithstanding any notice to the contrary. Each Participant shall be entitled to the benefits of Article 6 (subject to the requirements and limitations therein, including the requirements under Article 6(c)(v) (it being understood that the documentation required under Article 6(c)(v) shall be delivered to the participating Purchaser)) to the same extent as if it had acquired its interest by assignment pursuant to ARTICLE VIII Article 20(b), provided that such Participant shall not be entitled to receive any greater payment under Article 6(c) than its participating Purchaser would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any change in any Requirements of Law or in the interpretation or application thereof by a Governmental Authority or compliance by Purchaser or such Participant with a request or directive (iiwhether or not having the force of law) from a central bank or other Governmental Authority having jurisdiction over Purchaser or such Participant, in each case made or issued after the Participant acquired the applicable participation. (e) Subject to the foregoing, the Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in the Transaction Documents, express or implied, shall give rise to any right to any adjustment Person, other than the parties to the Purchase PriceTransaction Documents and their respective successors, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents.

Non-Assignability. The rights and obligations of the parties under this Repurchase Agreement and under any Transaction shall not be assigned by any Seller without the prior written consent of the Buyer. Subject to the foregoing, this Repurchase Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Repurchase Agreement. Buyer may from time to time assign all or a portion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents; pursuant to an executed assignment and acceptance by Buyer and assignee ("Assignment and Acceptance"). Upon such assignment, (a) If such assignee shall be a party hereto and to each Repurchase Document 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 Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. Unless otherwise stated in the Assignment and Acceptance, the Sellers shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any Contract, Transferred Equity Interest (or prospective assignee any interest therein), Permit document or other asset, which information delivered to Buyer by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtainedSellers. Subject to acceptance and recording thereof pursuant to the following paragraph of this section, from and after the effective date specified in each Assignment and Acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of the Buyer under this Repurchase Agreement. Any assignment or transfer by the Buyer of rights or obligations under this Repurchase Agreement that does not comply with this Section 6.3, 22 shall be treated for purposes of this Repurchase Agreement as a sale by such Buyer of a participation in such rights and obligations in accordance with the following paragraph of this section. The Sellers shall use reasonable best effortsmaintain a register (the "Register") on which it will record the Buyer's rights hereunder, and Purchaser each Assignment and Acceptance and participation. The Register shall use reasonable best efforts include the names and addresses of the Buyer (including all assignees, successors and participants) and the percentage or portion of such rights and obligations assigned. Failure to cooperate with make any such recordation, or any error in such recordation shall not affect the Sellers' obligations in respect of such rights. If the Buyer sells a participation in its rights hereunder, it shall provide the Sellers, or maintain as agent of the Sellers, the information described in this paragraph and permit the Sellers to obtain review such information as reasonably needed for the consents necessary Sellers to assign comply with its obligations under this Repurchase Agreement or under any applicable Requirement of Law. The Buyer may sell participations to Purchaser the Non-Assignable Assets before, at one or after the Closingmore Persons in or to all or a portion of its rights and obligations under this Repurchase Agreement; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; Buyer's obligations under this Repurchase Agreement shall remain unchanged, (ii) cooperate in any reasonable and lawful arrangement designed the Buyer shall remain solely responsible to provide the benefits other parties hereto for the performance of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchasersuch obligations; and (iii) enforce for the account of Purchaser Sellers shall continue to deal solely and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only directly with the consentBuyer in connection with the Buyer's rights and obligations under this Repurchase Agreement and the other Repurchase Documents except as provided in Section 7. The Buyer may, and at in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 22, disclose to the directionassignee or participant or proposed assignee or participant, as the case may be, any information relating to the Sellers or any of Purchaser. Without limiting the generality its Subsidiaries or to any aspect of the foregoing, with respect to any Non-Assignable Asset Transactions that is a Contract of Leased Real Property for which a consent is not obtained on or prior has been furnished to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease Buyer by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, or on behalf of the applicable Seller, for the benefit Sellers or any of the issuer thereof their Subsidiaries; provided that such assignee or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails participant agrees to perform hold such information subject to the extent required herein, Sellers, without waiving confidentiality provisions of this Repurchase Agreement. The Buyer may at any time create a security interest in all or any portion of its rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect favor of any Federal Reserve Bank in accordance with regulations of the Non-Assignable Asset that is Board of Governors of the subject Federal Reserve System and any operating circular issued by such Federal Reserve Bank. No such assignment shall release the assigning buyer from its obligations hereunder. In the event the Buyer assigns all or a portion of such failure to perform unless its rights and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubtobligations under this Agreement, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of parties hereto agree to negotiate in good faith an amendment to this Agreement is intended agreement to be add agency provisions similar to those included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis repurchase agreements for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Pricesimilar syndicated repurchase facilities.

Non-Assignability. (a) If The rights and obligations of Seller under the Transaction Documents, the Hedging Transactions and under any ContractTransaction shall not be assigned by Seller without the prior written consent of Buyer. Any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void, Transferred Equity Interest ab initio. (b) Buyer may at any time, without the consent of Seller, sell participations in up to 100% (in the aggregate, in one or more Transactions, including any assignments under Section 17(c)) of Buyer’s rights and/or obligations under the Transaction Documents; provided that, so long as no Event of Default has occurred, Buyer shall not sell participations in all or any portion of its rights and obligations under the Transaction Documents to a Prohibited Transferee. In connection with any participation by Buyer hereunder, other than a participation by Buyer of one hundred percent (100%) of its rights and obligations under the Transaction Documents, so long as no Event of Default has occurred and is continuing, (i) Buyer shall retain control and authority over its rights and obligations under the Transaction Documents and any Transaction and (ii) Seller shall not be obligated or required to deal directly or indirectly with any Person other than Buyer. Seller agrees to, and to cause Guarantor to, cooperate at no out-of-pocket expense to Seller with Buyer in connection with any such participating interest thereinand to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such sale. (c) Buyer may at any time, without the consent of Seller, sell and assign up to 100% (in the aggregate, in one or more Transactions, and including any participation under Section 17(b)) of the rights and obligations of Buyer under the Transaction Documents; provided that, Permit so long as no Event of Default has occurred, Buyer shall not sell or assign all or any portion of its rights and obligations under the Transaction Documents to a Prohibited Transferee. From and after the effective date of such assignment, such assignee shall be a party and, to the extent provided in such assignment agreement, have the rights and obligations of Buyer under the Transaction Documents with respect to the percentage and amount of the Repurchase Price allocated to it. In connection with any sale, assignment or transfer by Buyer hereunder, other assetthan a sale, which assignment or transfer by Buyer of one hundred percent (100%) of its rights and obligations under the terms Transaction Documents, so long as no Event of Default has occurred and is continuing, (i) Buyer shall retain control and authority over its rights and obligations under the Transaction Documents and any Transaction and (ii) Seller shall not be obligated or required to deal directly or indirectly with any Person other than Buyer. Seller agrees to, and to cause Guarantor to, cooperate at no out-of-pocket expense to Seller with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale. (d) As long as a Default or an Event of Default shall have occurred and be continuing, Buyer may assign, participate or sell its rights and obligations under the Transaction Documents and/or any Transaction to any Person without prior notice to Seller and without regard to the limitations set forth in Section 17(b) and Section 17(c) above. From and after the date Buyer is no longer a party to this Agreement, Buyer shall have no obligation to act as agent or to make decisions under this Agreement. (e) Buyer, acting solely for this purpose as an agent of Seller, shall maintain a copy of each assignment and a register for the recordation of the names and addresses of the assignees, and ownership rights in the Transactions, Purchased Assets or other interests under this Agreement. The entries in such register shall be conclusive absent manifest error, and each of Seller and Buyer and their respective assignees shall treat each Person whose name is intended recorded in such register pursuant to the terms hereof as the beneficial owner of the interests in the Transactions, Purchased Assets or other interests under this Agreement for all purposes. Such register shall be included available for inspection by the Seller and Buyer, at any reasonable time and from time to time upon reasonable prior notice. If any assignee is a non-U.S. Person, such assignee shall timely provide Seller with such forms as may be required to establish the assignee’s status for U.S. withholding tax purposes. (f) If Buyer sells a participation, Buyer shall, acting solely for this purpose as an agent of Seller, maintain a register on which it enters the name and address of each participant and the ownership rights of each participant in the Transactions, Purchased Assets or other interests under this Agreement. The entries in such register shall be conclusive absent manifest error, and Buyer shall treat each Person whose name is recorded in such register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. If any participant is a non-U.S. Person, such participant shall timely provide Buyer with such forms as may be required to establish such participant’s status for U.S. withholding tax purposes. (g) Subject to the foregoing, the Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the parties to the Transaction Documents and their respective successors, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents. (h) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent or prohibit Buyer from pledging its interest in the Purchased Assets is determined not capable hereunder to a Federal Reserve Bank in support of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any borrowings made by Buyer from such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the ClosingFederal Reserve Bank; provided, however, that neither Sellers nor Purchaser no such pledge shall be required to make any expenditurerelease Buyer, incur any Liabilityas the case may be, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party of its obligations hereunder or parties thereto; provided, however, that substitute any such efforts described in clauses (i) through (iii) above shall be made only with pledgee for Buyer, as the consentcase may be, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is as a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedparty hereto. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.

Non-Assignability. (a) If Subject to Article 17(d) below, Seller may not assign any Contract, Transferred Equity Interest (of its rights or any interest therein), Permit or other asset, which by the terms of obligations under this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing Agreement without the prior written consent of another party theretoAdministrative Agent, the issuer thereof on behalf of Buyers, and any attempt by Seller to assign any of its rights or any third party (including a Governmental Authority) (“Non-Assignable Assets”), obligations under this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such without the prior written consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser of Administrative Agent shall be required to make any expenditurenull and void, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such effortsab initio. (b) To Any Buyer may at any time, without the extent consent of Seller or Guarantor, sell participations to any Eligible Assignee that is not a Prohibited Transferee (a “Participant”) in up to seventy-five percent (75%) (in the consents referred aggregate, in one or more transactions, including any assignments under Article 17(c)) of such Buyer’s rights and/or obligations under the Transaction Documents; provided, that, so long as no Event of Default has occurred and is continuing and notwithstanding anything to the contrary contained in Section 2.4(a) are not obtained by Sellersany Co-Buyer Agreement, except as may be otherwise expressly provided in the Ancillary Documents to which one or more Sellers is a partyArticle 28 hereof, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser Administrative Agent’s and such Buyer’s obligations and Seller’s rights and obligations under the benefits of any Non-Assignable Assets; Transaction Documents shall remain unchanged, (ii) cooperate in any reasonable Administrative Agent and lawful arrangement designed such Buyer shall remain solely responsible to provide Seller for the benefits performance of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; their respective obligations, and (iii) enforce for Seller shall continue to deal solely and directly with Administrative Agent in connection with Administrative Agent’s rights and obligations under the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedTransaction Documents. (c) If Purchaser is provided Any Buyer may at any time, without the benefits consent of any Non-Assignable Asset pursuant Seller or Guarantor but upon notice to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for sell and assign to any Eligible Assignee that is not a Prohibited Transferee (an “Assignee”) up to seventy-five percent (75%) (in the benefit of the issuer thereof aggregate, in one or the other party or parties theretomore transactions, the obligations (and including payment obligationsany participation under Article 17(b)) of the applicable Seller thereunder or in connection therewith arising from rights and obligations of such Buyer under the Transaction Documents. From and after the Closing Date and if Purchaser fails to perform effective date of such assignment, such Assignee shall be a party and, to the extent required hereinprovided in such assignment agreement, Sellershave the rights and obligations of Buyer under the Transaction Documents with respect to the percentage and amount of the Repurchase Price allocated to it; provided, without waiving that, so long as no Event of Default has occurred and is continuing and notwithstanding anything to the contrary contained in any rights or remedies that they Co-Buyer Agreement, except as may have under this Agreement or applicable Lawsbe otherwise expressly provided in Article 28 hereof, may (i) suspend their performance Administrative Agent’s obligations and Seller’s rights and obligations under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remediedTransaction Documents shall remain unchanged, or (ii) perform Administrative Agent shall remain solely responsible to Seller for the performance of Administrative Agent’s obligations under the Transaction Documents, (iii) Seller shall continue to deal solely and directly with Administrative Agent in connection with Administrative Agent’s rights and obligations under the Transaction Documents, and (iv) Administrative Agent will give written notice thereof at Purchaser’s sole cost least thirty (30) calendar days prior to the effective date to each party (but Administrative Agent shall not have any liability for any failure to timely provide such notice, provided that Administrative Agent provides such notice promptly and expense, in which case, Purchaser any event prior to the next Remittance Date). Any sale or assignment by any such Buyer of its rights or obligations under the Transaction Documents that does not comply with this Article 17(c) shall reimburse Sellers’ costs be treated for purposes of the Transaction Documents as a sale by such Buyer of a participation in such rights and expenses obligations in accordance with Article 17(b). Each such assignment shall be made pursuant to an assignment and acceptance agreement and Administrative Agent shall promptly (1) notify the Registrar of such performance immediately upon receipt assignment, (2) deliver a copy of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend assignment and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment acceptance to the Purchase PriceRegistrar and (3) provide the Registrar with any information reasonably required to maintain the Register.

Non-Assignability. (a) If No Seller Party may assign any Contract, Transferred Equity Interest of its rights or obligations under this Agreement or the other Transaction Documents without the prior written consent of Purchaser (which may be granted or withheld in Purchaser’s sole and absolute discretion) and any attempt by any Seller Party to assign any of its rights or obligations under this Agreement or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing Transaction Document without the prior written consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such effortsnull and void. (b) To Purchaser may, upon prior written notice to Seller (so long as no Event of Default has occurred and is continuing) but without consent of Seller, at any time and from time to time, assign or participate some or all of its rights and obligations under the extent that the consents referred Transaction Documents and/or under any Transaction (subject to Article 8(a)) to any Person and, in Section 2.4(aconnection therewith, may bifurcate or allocate (i.e. senior/subordinate) are not obtained by Sellersamounts due to Purchaser; provided, except that, so long as otherwise provided in the Ancillary Documents to which one no Event of Default has occurred and is continuing, (i) such Person shall be a Qualified Transferee, (ii) Purchaser shall act as exclusive agent for all assignees or more Sellers is a party, Sellers’ sole responsibility participants with respect to any such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate assignment or participation in any reasonable dealings with Seller (subject to the immediately succeeding sentence) with regard to this Agreement and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; Transactions and (iii) enforce for Seller’s obligations hereunder are not increased and its rights hereunder are not impaired without Seller’s written consent. In connection with any sale, assignment or transfer by Purchaser hereunder, other than a sale, assignment, transfer or participation of one hundred percent (100%) of its rights and obligations under the account Transaction Documents, provided that no Event of Default has occurred and is continuing, Purchaser and at the cost of Purchaser any rights of Sellers arising from any Nonshall continue to control decision-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, making with respect to the Purchased Assets, determining whether to purchase any Non-Assignable Eligible Asset that in a Transaction and determining the Market Value of the Purchased Assets. Seller agrees to cooperate with Purchaser in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, the Transaction Documents to which it is a Contract party in order to give effect to such assignment, transfer or sale of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedparticipating interest. (c) If Purchaser is provided Subject to the benefits of foregoing, the Transaction Documents and any Non-Assignable Asset pursuant Transactions shall be binding upon and shall inure to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof parties and their respective successors and assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required hereinTransaction Documents and their respective successors, Sellersany benefit or any legal or equitable right, without waiving any rights power, remedy or remedies that they may have claim under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers)Transaction Documents. (d) For Seller shall maintain a record of ownership (the avoidance “Register”) identifying the name and address of doubt, each assignee hereunder and the inability amount of any Contract, Transferred Equity Interest (or any other each such assignee’s interest therein), Permit or other assetin the Purchased Assets, which by the terms of this Agreement Register is intended to be included maintained in accordance with Section 5f.103-1(c) of the Treasury Regulations. Transfers made pursuant to Article 18(b) shall be recorded upon such Register. Such Register shall be available for inspection by Purchaser at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive absent manifest error, and Seller and Purchaser shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Purchaser hereunder for all purposes of this Agreement. (e) If Purchaser sells a participation with respect to its rights under this Agreement or under any other Transaction Document with respect to the Purchased Assets, Purchaser shall, acting for this purposes as an agent of the Seller, maintain a record of ownership (the “Participant Register”) identifying the name and address of each participant and the amount of each such participant’s interest in the Purchased Assets to be assigned or transferred to Assets, provided that the Purchaser at the Closing and any such other participant shall not have any obligation to disclose all or any portion of the Participation Register (i) give rise including the identity of any participant or any information related to a basis participant’s interest in any Transaction Document) to any Person except to the extent necessary to establish that such interests are in registered form under Section 5f.103-1(c) of the Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error and Purchaser shall treat each Person whose name is recorded in the Participant Register as the owners of such participation for termination all purposes of this Agreement notwithstanding any notice to the contrary. (f) Purchaser shall cause each assignee, participant or other transferee of Purchaser to provide to Seller a properly completed and duly executed IRS form W-0, X-0XXX, X-0XXX-X, X-0XXX, W-8IMY, U.S. Tax Compliance Certificate and/or, as appropriate, other applicable forms as described by the IRS or other certifications reasonably requested by Seller for purposes of compliance with applicable withholding provisions pursuant to ARTICLE VIII the Internal Revenue Code and underlying Treasury Regulations. Purchaser and each assignee, participant or (ii) give rise transferee hereby agrees to notify Seller of any right change in circumstance that causes a form, certificate or document provided by it to Seller to no longer be true and to provide updated forms upon the obsolescence of any adjustment previously delivered form or promptly notify the Seller in writing of its legal inability to do so. Seller shall have no obligation to pay any additional amounts hereunder that may result from the Purchase Pricetax status of any assignee, participant or transferee differing from the tax status of Purchaser.

Non-Assignability. The rights and obligations of the parties under this Repurchase Agreement and under any Transaction shall not be assigned by either Seller without the prior written consent of Buyer. Subject to the foregoing, this Repurchase Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Repurchase Agreement. Buyer may from time to time assign all or a portion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents; provided, however that Buyer shall maintain, for review by the Sellers upon written request, a register of assignees and a copy of an executed assignment and acceptance by Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned; and provided, further, that there shall not be more than five (5) “Buyers” hereunder at any one time. Upon such assignment, (a) If such assignee shall be a party hereto and to each Repurchase Document 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 Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. Unless otherwise stated in the Assignment and Acceptance, the Sellers shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any Contract, Transferred Equity Interest (or prospective assignee any interest therein), Permit document or other asset, which information delivered to Buyer by the terms a Seller. The Buyer may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Repurchase Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; Buyer’s obligations under this Repurchase Agreement shall remain unchanged, (ii) cooperate in any reasonable and lawful arrangement designed the Buyer shall remain solely responsible to provide the benefits other parties hereto for the performance of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchasersuch obligations; and (iii) enforce for the account Sellers shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Repurchase Agreement and the other Repurchase Documents. Notwithstanding the terms of Purchaser and at Section 8, each participant of the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above Buyer shall be made only with entitled to the consent, additional compensation and at other rights and protections afforded the direction, of Purchaser. Without limiting Buyer under Section 8 to the generality of same extent as the foregoing, Buyer would have been entitled to receive them with respect to the participation sold to such participant. The Buyer may, in connection with any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on assignment or prior participation or proposed assignment or participation pursuant to this Section 22, disclose to the Closing Dateassignee or participant or proposed assignee or participant, Purchaser shall enter into a sublease containing as the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement)case may be, and entry into and compliance with such sublease shall satisfy any information relating to the obligations Sellers or any of their Subsidiaries or to any aspect of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided transactions that has been furnished to the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, buyer by or on behalf of the applicable Seller, for Sellers or any of its Subsidiaries; provided that such assignee or participant agrees to hold such information subject to the benefit confidentiality provisions of this agreement. The Buyer may at any time create a security interest in all or any portion of its rights under this agreement in favor of any Federal Reserve Bank in accordance with regulation a of the issuer thereof Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank. No such assignment shall release the assigning buyer from its obligations hereunder. In the event the Buyer assigns all or the other party or parties theretoa portion of its rights and obligations under this agreement, the obligations (including payment obligations) of the applicable Seller thereunder or parties hereto agree to negotiate in connection therewith arising from and after the Closing Date and if Purchaser fails good faith an amendment to perform this agreement to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure add agency provisions similar to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be those included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis repurchase agreements for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Pricesimilar syndicated repurchase facilities.

Non-Assignability. (a) If Subject to Article 17(b) below, Seller may not assign any Contract, Transferred Equity Interest (of its rights or any interest therein), Permit or other asset, which by the terms of obligations under this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing Agreement without the prior written consent of another party thereto, the issuer thereof Buyer and any attempt by Seller to assign any of its rights or any third party (including a Governmental Authority) (“Non-Assignable Assets”), obligations under this Agreement without the prior written consent of Buyer shall not constitute an assignment thereofbe null and void. Buyer may, or an attempted assignment thereof, unless and until any such without consent is obtained. Subject of Seller (other than with respect to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closinga Prohibited Transferee; provided, however, that neither Sellers nor Purchaser Buyer shall not be required subject to make any expendituresuch limitation if an Event of Default has occurred and is continuing), incur any Liability, agree sell to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a partybanks, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best effortsfinancial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at no cost any time and from time to Sellerstime, assign to any Person (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties theretoother than a Prohibited Transferee; provided, however, that Buyer shall not be subject to such limitation if an Event of Default has occurred and is continuing) (an “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement; provided, however, that, upon Seller’s prior written consent, Buyer may sell to a Prohibited Transferee participating interests in any Transaction, its interest in the Purchased Asset or any other interest of Buyer under this Agreement, or assign to any Prohibited Transferee all or any part of its rights in the Purchased Assets, or any other interest of Buyer under this Agreement, so long as in each case (i) Buyer shall retain control and authority over its rights and obligations under this Agreement or any other Transaction Document, (ii) Seller shall not be obligated to deal with any Person other than Buyer, and (iii) Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for any costs or expense relating to any such efforts described transfer, assignment or participation. As long as no Event of Default has occurred and is continuing, the foregoing requirements in sub-clauses (i) through (iii) above of the preceding sentence shall also apply to any other assignment or participation by Buyer of all or any portion of its interest in this Agreement, any Transaction or any Purchased Asset; provided, however, that the control and authority over Buyer’s rights and obligations set forth in such sub-clause (i) and the obligation of Seller to deal with any Person as set forth in such sub-clause (ii), may be made collectively transferred by Buyer to an Assignee that (A) is not a Prohibited Transferee, (B) is a bank, financial institution, pension fund, insurance company or similar Person or an Affiliate of any of the foregoing which, in each case, is regularly engaged in the business of owning commercial real estate loans or operating commercial real estate properties, and (C) has acquired an interest equal to or greater than twenty-five percent (25%) of the entire interest in this Agreement, all Transactions and all Purchased Assets; provided, further, that such control and authority is transferred by Buyer in full (without Buyer retaining any such control or authority) and shall only be held by one such Assignee (and not multiple Assignees). Notwithstanding anything to the contrary contained herein, the preceding sentence shall not apply to any assignments, sales or transfers by Buyer to an Affiliate of Buyer of all or any part of Buyer’s rights in the Purchased Assets or any other interest of Buyer under this Agreement. Each of Seller and Guarantor agree to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale. (b) Title to all Purchased Assets and Purchased Items shall pass to Buyer and Buyer shall have free and unrestricted use of all Purchased Assets. Nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the consentPurchased Assets and Purchased Items or otherwise selling, pledging, repledging, transferring, hypothecating, or rehypothecating the Purchased Assets and at Purchased Items, all on terms that Buyer may determine in its sole discretion; provided, however, that Buyer shall transfer the directionPurchased Assets to Seller on the applicable Repurchase Date free and clear of any pledge, of Purchaser. Without limiting the generality lien, security interest, encumbrance, charge or other adverse claim on any of the foregoing, with respect Purchased Assets. Nothing contained in this Agreement shall obligate Buyer to segregate any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on Purchased Assets or prior Purchased Items transferred to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease Buyer by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedSeller. (c) If Purchaser is provided The Buyer, acting solely for this purpose as an agent of Seller, shall maintain, either at its offices at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx or electronically, a copy of each assignment and a register for the benefits recordation of the names and addresses of the Assignees, and ownership rights in the Transactions, Purchased Assets or in any other interests under this Agreement of any Non-Assignable Asset Assignee pursuant to Section 2.4(bthe terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, Purchaser and Seller, the Buyer and the Assignees shall perform, on behalf treat each Person whose name is recorded in the Register pursuant to the terms hereof as the beneficial owner of the applicable interests in the Transactions, Purchased Assets or in any other interests under this Agreement for all purposes of this Agreement. The Register shall be available for inspection by Seller, the Buyer and any Assignee, at any reasonable time and from time to time upon reasonable prior notice. (d) If the Buyer sells a participation it shall, acting solely for this purpose as an agent of Seller, maintain a register on which it enters the benefit name and address of each Participant and the ownership rights in the Transactions, Purchased Assets or any other interests under this Agreement of each Participant (the “Participant Register”); provided that Buyer shall have no obligation to disclose all or any portion of the issuer thereof or the other party or parties thereto, the obligations Participant Register (including payment obligationsthe identity of any Participant or any information relating to a Participant’s ownership rights in the Transactions, Purchased Assets or any other interests under this Agreement) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform any Person except to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect disclosing the portion of the Non-Assignable Asset that Participant Register relating to a Participant with respect to which a claim for additional amounts is the subject of such failure to perform unless and until such situation is remediedmade under Articles 3(g), 3(h), 3(j), 3(k) or 3(l), or (ii) perform at Purchaser’s sole cost otherwise to the extent such disclosure is reasonably expected to be necessary to establish that such ownership rights in the Transactions or any other interests under this Agreement are in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and expense, the Buyer shall treat each Person whose name is recorded in which case, Purchaser shall reimburse Sellers’ costs and expenses the Participant Register as the owner of such performance immediately upon receipt participation for all purposes of an invoice thereforthis Agreement notwithstanding any notice to the contrary. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contractno sale, Transferred Equity Interest (assignment, transfer or any other interest therein), Permit or other asset, which by the terms of participation pursuant to this Agreement is intended to Article 17 shall be included effective unless and until reflected in the Purchased Assets to be assigned Register or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase PriceParticipant Register, as applicable.

Non-Assignability. (a) If The rights and obligations of Seller under the Transaction Documents, the Hedging Transactions and under any ContractTransaction shall not be assigned by Seller without the prior written consent of Administrative Agent. Any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Administrative Agent shall be null and void, Transferred Equity Interest ab initio. (b) Buyer may at any time sell participations in up to 100% of Buyer’s rights and/or obligations under the Transaction Documents; provided that (i) so long as no Event of Default has occurred, Buyer shall satisfy the applicable requirements in Section 17(c) below (including, without limitation, that the proposed participant be a Qualified Assignee that is not a Competitor or an Affiliate of a Competitor), (ii) Administrative Agent’s obligations, Buyer’s obligations and Seller’s rights and obligations under the Transaction Documents shall remain unchanged, (iii) Administrative Agent shall have consented to such participation, (iv) Seller shall be entitled to deal with Administrative Agent as the exclusive representative of Buyer on all matters relating to the Transactions, this Agreement and each of the other Transaction Documents (subject to any Co-Buyer Agreement) and (v) Seller shall not be charged for, incur or be required to reimburse Administrative Agent, Buyer or any other Person for any costs or expense relating to any such participation interest therein)or to pay or reimburse Administrative Agent or Buyer for any costs that would not have been incurred by Buyer had no participation interests in such Transactions been issued or sold. (c) Buyer may at any time sell and assign up to 100% of the rights and obligations of Buyer under the Transaction Documents, Permit subject to the prior written consent of Administrative Agent, pursuant to an assignment and assumption agreement substantially in the form attached hereto as Exhibit VIII. From and after the effective date of such assignment, such assignee shall be a party and, to the extent provided in such assignment and assumption agreement, have the rights and obligations of Buyer under the Transaction Documents with respect to the percentage and amount of the aggregate Purchase Price allocated to it. Notwithstanding the foregoing provisions of this Section 17 or other asset, which by anything to the terms of contrary in this Agreement, so long as no Event of Default has occurred and is intended continuing, (i) Buyer shall have first obtained Seller’s prior written consent to any assignment or participation of its rights and obligations under the Transaction Documents, which such consent shall not be included unreasonably withheld, delayed or conditioned so long as such assignee or participant is a Qualified Assignee and not a Competitor or an Affiliate of a Competitor, (ii) Buyer shall notify Seller in writing of such assignment or participation at least ten (10) days prior to the effective date thereof, (iii) Seller shall be entitled to deal with Administrative Agent as the exclusive representative of Buyer on all matters relating to the Transactions, this Agreement and each of the other Transaction Documents (subject to any Co-Buyer Agreement) and (iv) Seller shall not be charged for, incur or be required to reimburse Administrative Agent, Buyer or any other Person for any costs or expense relating to any such assignment or to pay or reimburse Administrative Agent or Buyer for any costs that would not have been incurred by Buyer had no assignment in such Transactions been issued or sold. Notwithstanding the foregoing the consent of Seller shall not be required in connection with the participation or assignment to a Buyer or any Affiliate of a Buyer, so long as such assignee or participant is not a Competitor. (d) As long as an Event of Default shall have occurred and be continuing, Buyer may assign, participate or sell its rights and obligations under the Transaction Documents and/or any Transaction to any Person without prior notice to Seller and without regard to the limitations set forth in Section 17(b) and Section 17(c) above; provided that prior written consent of Administrative Agent shall be required. (e) Administrative Agent, acting solely for this purpose as an agent of Seller, shall maintain a copy of each assignment and a register for the recordation of the names and addresses of the assignees, and ownership rights in the Transactions, Purchased Assets or other interests (including the amount of all rights and interests held by any such Person) under this Agreement (as the same may be modified by any Co-Buyer Agreement). The entries in such register shall be conclusive absent manifest error, and each of Seller, Administrative Agent and Buyer and their respective assignees shall treat each Person whose name is recorded in such register pursuant to the terms hereof as the beneficial owner of the interests in the Transactions, Purchased Assets or other interests under this Agreement for all purposes. If any assignee is a non‑U.S. Person, such assignee shall timely provide Seller with such forms as may be required to establish the assignee’s status for U.S. withholding tax purposes and shall comply with Section 3(r) as if it were Buyer. The register shall be available for inspection by Seller at any reasonable time and from time to time upon reasonable prior notice. (f) If Buyer sells a participation, Buyer shall, acting solely for this purpose as an agent of Seller, maintain a register on which it enters the name and address of each participant and the ownership rights of each participant in the Transactions, Purchased Assets or other interests under this Agreement. The entries in such register shall be conclusive absent manifest error, and Buyer shall treat each Person whose name is recorded in such register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. If any participant is a non‑U.S. Person, such participant shall timely provide Seller with such forms as may be required to establish such participant’s status for U.S. withholding tax purposes and shall comply with Section 3(r) as if it were Buyer. The register shall be available for inspection by Seller at any reasonable time and from time to time upon reasonable prior notice; provided that Buyer shall have no obligation to disclose all or any portion of the register regarding participants (including the identity of any participant or any information relating to a participant's beneficial interest in this Agreement) to any Person (other than Seller) except to the extent that such disclosure is necessary to establish that such beneficial interest in this Agreement or other obligation is in registered form under Treasury Regulations Section 5f.103-1(c). (g) Subject to the foregoing, the Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the parties to the Transaction Documents and their respective successors, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents. (h) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent or prohibit Buyer from pledging its interest in the Purchased Assets is determined not capable hereunder to a Federal Reserve Bank or Federal Home Loan Bank in support of being assigned borrowings made by Buyer from such Federal Reserve Bank or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the ClosingFederal Home Loan Bank; provided, however, that neither Sellers nor Purchaser no such pledge shall be required to make any expenditurerelease Buyer, incur any Liabilityas the case may be, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party of its obligations hereunder or parties thereto; provided, however, that substitute any such efforts described in clauses (i) through (iii) above shall be made only with pledgee for Buyer, as the consentcase may be, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is as a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedparty hereto. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.

Non-Assignability. (a) If Subject to Article 18(b) below, neither Seller nor Buyer may assign any Contractof its rights or obligations under this Agreement without the prior written consent of the other party, Transferred Equity Interest (not to be unreasonably withheld or delayed and any interest therein)attempt by Seller or Buyer to assign any of its rights or obligations under this Agreement without the prior written consent of the other party shall be null and void. Buyer may upon notice to Seller and without consent of Seller, Permit sell to one or more banks, financial institutions or other assetentities (“Participants”) participating interests in any Transaction, which by the terms of this Agreement, is intended to be included its interest in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party theretoAssets, the issuer thereof or any third other interest of Buyer under this Agreement. provided, however, that, in all instances, (i) Buyer shall act as agent for all participants in any dealings with Seller in connection with such Transactions, (ii) Buyer shall remain primarily liable for the performance of all obligations of Buyer hereunder as if Buyer had not sold a participation interest, (iii) Seller shall not be obligated to deal directly with any party other than Buyer in connection with such Transactions, or to pay or reimburse Buyer for any costs that would not have been incurred by Buyer had no participation interests in such Transactions been issued, and (including a Governmental Authorityiv) (“Non-Assignable Assets”)such participation shall not result in any costs or taxes to Seller. Seller agrees to cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement in order to give effect to such assignment, transfer or sale. (b) Title to all Purchased Assets and Purchased Items shall not constitute an assignment thereofpass to Buyer and Buyer shall have free and unrestricted use of all Purchased Assets, subject to its obligations under the Transaction Documents. Nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Assets and Purchased Items or otherwise selling, pledging, repledging, transferring, hypothecating, or an attempted assignment thereofrehypothecating the Purchased Assets and Purchased Items, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closingall on terms that Buyer may determine in its sole discretion; provided, however, that neither Sellers nor Purchaser Buyer shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To transfer the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the identical Purchased Assets to be assigned Seller on the applicable Repurchase Date free and clear of any pledge, lien, security interest, encumbrance, charge or other adverse claim on any of the Purchased Assets. Nothing contained in this Agreement shall obligate Buyer to segregate any Purchased Assets or Purchased Items transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase PriceBuyer by Seller.

Non-Assignability. (a) If This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which by party hereto without the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 express prior written consent of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best effortsother parties, and Purchaser shall use reasonable best efforts to cooperate with Sellersany attempted assignment, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets beforewithout such consents, at or after the Closingwill be null and void; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or -------- ------- Person who acquires any Restricted Securities from any Securityholder in compliance with the terms hereunder: (a) such Securityholder making such Transfer shall, prior to such Transfer, furnish to the Closing Date, Purchaser shall enter into a sublease containing Company written notice of the same terms name and conditions as address of such lease (unless such lease by its terms prohibits such subleasing arrangement)transferee, and entry into (b)(i) in the case of any Transfer from XXXX, (A) if such Person acquires a majority of the Common Stock beneficially owned by XXXX, XXXX shall have the right to assign to such Person all of the rights and compliance with obligations of XXXX hereunder, (B) if such sublease Person acquires less than a majority of the Common Stock beneficially owned by XXXX, such Person shall satisfy assume and be entitled to all of the rights and obligations of a XXXX Holder under Article III hereof, and (C) in any case, such Person shall execute and deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (ii) in the case of an assignment by XXXX of its rights pursuant to Section 2.2 hereto, such assignee or assignees shall assume and be entitled to all of the rights and obligations of a XXXX Holder under Article III hereof and shall executive and deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (iii) in the case of any Transfer from any of the FS Parties, (A) such Person shall assume all of the rights and obligations of an FS Party hereunder and shall execute and deliver to the Company an Assumption Agreement, and (B) in addition, if such Person acquires a majority of the Common Stock beneficially owned by the FS Entities at the time of such transfer and following such acquisition such Person beneficially owns at least 10% of the outstanding Common Stock, the FS Entities shall have the right to assign to such Person all of the rights and obligations of the Parties FS Entities under Section IV of this Section 2.4(bAgreement, (iv) until such consent is obtained. (c) If Purchaser is provided in the benefits case of any Transfer from a DLJ Party, such Person shall assume and be entitled to all of the rights and obligations of a DLJ Party hereunder and execute and deliver to the Company an Assumption Agreement, (v) in the case of any Transfer from an Other Non-Assignable Asset pursuant Management Party, such Person shall assume and be entitled to Section 2.4(b), Purchaser shall perform, on behalf all of the applicable Sellerrights and obligations of an Other Non-Management Party hereunder and execute and deliver to the Company an Assumption Agreement, for and (vi) in the benefit case of any Transfer from a Management Party, such Person shall assume and be entitled to all of the issuer thereof or the other party or parties thereto, the rights and obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from a Management Party hereunder and after the Closing Date execute and if Purchaser fails to perform deliver to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of Company an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers)Assumption Agreement. (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.

Non-Assignability. (a) If The rights and obligations of Seller under the Transaction Documents, the Hedging Transactions and under any ContractTransaction shall not be assigned by Seller without the prior written consent of Administrative Agent, Transferred Equity Interest on behalf of Buyers. Any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Administrative Agent shall be null and void, ab initio. (b) Any Buyer, may at any time, without the consent of Seller, Pledgor or Guarantor, sell participations in up to one hundred percent (100%) (in the aggregate, in one or more Transactions, including any interest thereinassignments under Section 17(c)) of such Buyer’s, rights and/or obligations under the Transaction Documents (any such holder of a participation, a “Participant”); provided that, so long as no Event of Default has occurred and remains uncured, (i) Administrative Agent’s and such Buyer’s obligations and Seller’s rights and obligations under the Transaction Documents shall remain unchanged, (ii) Administrative Agent shall retain sole decision-making authority under the Transaction Documents (subject to the Co-Buyer Agreement), Permit (iii) Seller shall continue to deal solely and directly with Administrative Agent, on behalf of Buyers, in connection with Administrative Agent’s, rights and obligations under the Transaction Documents (subject to the Co-Buyer Agreement) and (iv) such Buyer shall not assign, participate or other assetsell any portion of its rights and obligations under the Transaction Documents to any Prohibited Transferee. (c) Any Buyer may at any time, which by without the terms consent of Seller, Pledgor or Guarantor, sell and assign up to one hundred percent (100%) (in the aggregate, in one or more Transactions, and including any participation under Section 17(b)) of the rights and obligations of such Buyer, under the Transaction Documents. From and after the effective date of such assignment, such assignee shall be a party and, to the extent provided in such assignment agreement, have the rights and obligations of such Buyer under the Transaction Documents with respect to the percentage and amount of the Repurchase Price allocated to it; provided that, so long as no Event of Default has occurred and remains uncured, such Buyer shall not assign, participate or sell any portion of its rights and obligations under the Transaction Documents to any Prohibited Transferee. (d) As long as an Event of Default shall have occurred and be continuing, Administrative Agent and any Buyer, may assign, participate or sell its rights and obligations under the Transaction Documents and/or any Transaction to any Person without prior notice to Seller and without regard to the limitations set forth in Section 17(b) and Section 17(c) above. From and after the date Administrative Agent or such Buyer, is no longer a party to this Agreement, Administrative Agent or such Buyer, as applicable, shall have no obligation to act as agent or to make decisions under this Agreement. (e) Administrative Agent acting solely for this purpose as an agent of Seller, shall maintain a copy of each assignment and a register for the recordation of the names and addresses of the assignees, and ownership rights in the Transactions, Purchased Assets or other interests under this Agreement (as the same may be modified by any Co-Buyer Agreement). The entries in such register shall be conclusive absent manifest error, and each of Seller, Administrative Agent and Buyers, and their respective assignees shall treat each Person whose name is intended recorded in such register pursuant to the terms hereof as the beneficial owner of the interests in the Transactions, Purchased Assets or other interests under this Agreement for all purposes. If any assignee is a non-United States Person, such assignee shall timely provide Seller with such forms as may be included required to establish the assignee’s status for U.S. withholding tax purposes. (f) If any Buyer sells a participation, Administrative Agent acting solely for this purpose as an agent of Seller, maintain a register on which it enters the name and address of each participant and the ownership rights of each participant in the Transactions, Purchased Assets or other interests under this Agreement. The entries in such register shall be conclusive absent manifest error, and Administrative Agent, shall treat each Person whose name is recorded in such register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. If any participant is a non- United States Person, such participant shall timely provide Seller with such forms as may be required to establish such participant’s status for U.S. withholding tax purposes. (g) Subject to the foregoing, the Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the parties to the Transaction Documents and their respective successors, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents. (h) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent or prohibit any Buyer from pledging its interest in the Purchased Assets is determined not capable hereunder to a Federal Reserve Bank in support of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any borrowings made by such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the ClosingBuyer from such Federal Reserve Bank; provided, however, that neither Sellers nor Purchaser no such pledge shall be required to make any expenditurerelease such Buyer, incur any Liabilityas the case may be, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party of its obligations hereunder or parties thereto; provided, however, that substitute any such efforts described in clauses (i) through (iii) above shall be made only with pledgee for such Buyer, as the consentcase may be, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is as a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedparty hereto. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.

Non-Assignability. (a) If any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 16.1 The rights and obligations of the Bankruptcy Code) parties under the Transaction Documents and under any Transaction shall not be assigned by either party without the prior written consent of the other party; provided, that Buyers shall be permitted to Purchaser at the Closing assign such rights and obligations without the consent of another party thereto, Seller in the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute case of an assignment thereof, or an attempted assignment thereof, unless and until by Buyers to any Qualifying Assignee. In the event of any such consent is obtained. Subject to Section 6.3assignment by Buyers, Sellers Buyers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closingso notify Seller; provided, however, that neither Sellers nor Purchaser Seller shall not be required obligated to make deal directly with any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights party other than Buyers in connection with any Transactions, or to pay or reimburse Buyers or any other Person for any fees, costs, expenses or other amounts that would not have been incurred had no such effortsassignment taken place. (b) To the extent that the consents referred 16.2 Buyers shall be entitled to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents issue to which any Qualified Assignee one or more Sellers is a party, Sellers’ sole responsibility participation interests with respect to such Non-Assignable Assets shall be to use reasonable best effortsany or all of the Transactions, at no cost to Sellers, to (i) provide to Purchaser the benefits of Buyers shall act as exclusive agent for all participants in any Non-Assignable Assets; dealings with Seller in connection with all Transactions, (ii) cooperate Seller shall not be obligated to deal directly with any party other than Buyers in connection with any reasonable and lawful arrangement designed Transactions, or to provide pay or reimburse Buyers or any other Person for any fees, costs, expenses or other amounts that would not have been incurred had no participation interests in the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; related Transactions been issued and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above Buyers shall maintain unilateral control over all discretionary determinations to be made only by it hereunder, including without limitation, determinations as to eligibility and purchase of Eligible Loans and Eligible Securities, the Market Value thereof, the granting of waivers of noncompliance with the consentterms of the Transaction Documents, the granting of extensions of the Termination Date and/or increases in the Maximum Facility Amount and at the direction, exercise of Purchaser. Without limiting rights and remedies upon the generality occurrence and during the continuation of an Event of Default. 16.3 Subject to the foregoing, with respect the Transaction Documents and any Transactions shall be binding upon and shall inure to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof parties and their respective permitted successors and assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required hereinTransaction Documents and their respective successors, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (benefit or any other interest therein)legal or equitable right, Permit power, remedy or other asset, which by claim under the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase PriceTransaction Documents.

Non-Assignability. (a) If 16.1 The rights and obligations of Seller under the Transaction Documents and under any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which Transaction shall not be assigned by Seller without the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 prior written consent of the Bankruptcy Code) Buyer. Any Buyer shall be permitted to Purchaser at assign its rights and obligations under the Closing Transaction Documents and under any Transaction without the consent of another party theretoSeller provided that the assignee is (a) an Affiliate of the Buyer, (b) a commercial bank rated at least “BBB+” by S&P (or the issuer thereof equivalent by Xxxxx'x or Fitch, Inc.) and having total assets in excess of $1,000,000,000 or (c) an insurance company or a financial institution that, if rated, is rated at least “BBB+” by S&P (or the equivalent by Xxxxx’x or Xxxxx, Inc.), any mutual fund, any fund or any third party other “accredited investor” (including a Governmental Authorityas defined in Regulation D of the Securities Act) (“Non-Assignable Assets”other than an individual and the Seller and its Affiliates), this Agreement in each case, having a net worth, as determined in accordance with GAAP, of not less than $100,000,000. In the event of any such assignment by any Buyer, such Buyer shall so notify Seller, which notification may occur after the assignment is effected. Seller shall not constitute an assignment thereofbe obligated to deal directly with any party other than the Buyer in connection with any Transactions, or an attempted to pay or reimburse the Buyer or any other Person for any fees, costs, expenses or other amounts that would not have been incurred had no such assignment thereof, unless and until been effected. 16.2 Each Buyer shall be entitled to issue one or more participation interests with respect to any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closingall of its Transactions; provided, however, that neither Sellers nor Purchaser (i) the Buyer shall be required to make act as exclusive agent for all participants in any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights dealings with Seller in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellersall Transactions, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate Seller shall not be obligated to deal directly with any party other than the Buyer in connection with any reasonable and lawful arrangement designed Transactions, or to provide pay or reimburse the benefits of Buyer or any Non-Assignable Assets to Purchaser without incurring other Person for any financial obligation to Purchaser; fees, costs, expenses or other amounts that would not have been incurred had no participation interests in the related Transactions been issued and (iii) enforce for the account Buyer shall maintain control over all discretionary determinations to be made by it hereunder. In the event of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described issuance of a participation interest, such Buyer shall so notify Seller, which notification may occur after such issuance. 16.3 Each Buyer may, in clauses (i) through (iii) above shall be made only connection with any assignment or participation or proposed assignment or participation pursuant to this Article 16, disclose to the consentassignee or participant or proposed assignee or participant, and at as the directioncase may be, any information relating to Seller, Guarantor or any of Purchaser. Without limiting their respective Affiliates or to any aspect of the generality Purchased Assets that has been furnished to a Buyer by or on behalf of Seller or any Affiliate. 16.4 Subject to the foregoing, with respect the Transaction Documents and any Transactions shall be binding upon and shall inure to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof parties and their respective successors and assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required hereinTransaction Documents and their respective successors, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (benefit or any other interest therein)legal or equitable right, Permit power, remedy or other asset, which by claim under the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase PriceTransaction Documents.

Non-Assignability. The rights and obligations of the parties under this Repurchase Agreement and under any Transaction shall not be assigned by the Seller without the prior written consent of Buyer. Subject to the foregoing, this Repurchase Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Repurchase Agreement. Prior to the occurrence of an Event of Default, Buyer may from time to time assign all or a portion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents to (i) an Affiliate of the Buyer without the prior consent of the Seller provided, that such Affiliate (a) If is 100% owned by the Buyer and (b) has shareholder equity of at least $50,000,000; or (ii) another Person with the prior consent of Seller, which consent shall not be unreasonably withheld or delayed. Upon such assignment, (a) such assignee shall be a party hereto and to each Repurchase Document 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 Buyer hereunder, and (b) Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. After the occurrence and continuance of an Event of Default, Buyer may assign all or a portion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents to any ContractPerson without the prior consent of Seller. Unless otherwise stated in the assignment and acceptance, Transferred Equity Interest (or the Seller shall continue to take directions solely from Buyer unless otherwise notified by Buyer in writing. Buyer may distribute to any interest therein), Permit prospective assignee any document or other asset, which information delivered to Buyer by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtainedSeller. Subject to acceptance and recording thereof pursuant to the following paragraph of this Section, from and after the effective date specified in each assignment and acceptance the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such assignment and acceptance, have the rights and obligations of Buyer under this Repurchase Agreement. Any assignment or transfer by Buyer of rights or obligations under this Repurchase Agreement that does not comply with this Section 6.3, Sellers 21 shall use reasonable best effortsbe treated for purposes of this Repurchase Agreement as a sale by such Buyer of a participation in such rights and obligations in accordance with the following paragraph of this Section. The Seller shall maintain a register (the "Register") on which it will record the Buyer's rights hereunder, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closingeach assignment and acceptance and participation; provided, however, that neither Sellers nor Purchaser the Seller shall not be required to record any transfer on the Register of which it has not received notice, or does not have knowledge. The Register shall include the names and addresses of Buyers (including all assignees, successors and participants). Failure to make any expendituresuch recordation, incur or any Liabilityerror in such recordation shall not affect the Seller's obligations in respect of such rights. If Buyer sells a participation in its rights hereunder, agree it shall provide Seller, or maintain as agent of Seller, the information described in this paragraph and permit Seller to review such information as reasonably needed for Seller to comply with its obligations under this Repurchase Agreement or under any modification applicable law or governmental regulation or procedure. The Buyer may sell participations to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is Persons in or to all or a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits portion of any Non-Assignable Assets; (ii) cooperate in any reasonable its rights and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties theretoobligations under this Repurchase Agreement; provided, however, that any such efforts described in clauses (i) through the Buyer's obligations under this Repurchase Agreement shall remain unchanged, (ii) the Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iii) above the Seller shall continue to deal solely and directly with the Buyer in connection with the Buyer's rights and obligations under this Repurchase Agreement and the other Repurchase Documents. Notwithstanding the terms of Section 7, each participant of the Buyer shall be made only with entitled to the consent, additional compensation and at other rights and protections afforded the direction, of Purchaser. Without limiting Buyer under Section 7 to the generality of same extent as the foregoing, Buyer would have been entitled to receive them with respect to the participation sold to such participant. The Buyer may, in connection with any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on assignment or prior participation or proposed assignment or participation pursuant to this Section 21, disclose to the Closing Dateassignee or participant or proposed assignee or participant, Purchaser shall enter into a sublease containing as the same terms and conditions as such lease (unless such lease by case may be, any information relating to the Seller or any of its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations Subsidiaries or to any aspect of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided Transactions that has been furnished to the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, Buyer by or on behalf of the applicable Seller, for Seller or any of its Subsidiaries; provided that such assignee or participant agrees to hold such information subject to the benefit confidentiality provisions of this Repurchase Agreement. The Buyer may at any time create a security interest in all or any portion of its rights under this Repurchase Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the issuer thereof Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Buyer from its obligations hereunder. In the event that the Buyer assigns all or the other party or parties theretoa portion of its rights and obligations under this Repurchase Agreement, the obligations (including payment obligations) of the applicable Seller thereunder or parties hereto hereby agree to negotiate in connection therewith arising from good faith and after the Closing Date and if Purchaser fails use commercially reasonable efforts to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating enter into prior to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of transfer an amendment to this Repurchase Agreement is intended to be add agency provisions similar to those included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis repurchase agreements for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Pricesimilar syndicated repurchase facilities.

Non-Assignability. The provisions of Paragraph 15 of the Agreement are hereby modified and superseded in their respective entireties by the following provisions of this Section 17: (a) If any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 The rights and obligations of the Bankruptcy Code) to Purchaser at Seller under the Closing Transaction Documents and under any Transaction shall not be assigned by Seller without the prior written consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtainedBuyer. Subject to compliance with Section 6.317(b) below, Sellers shall use reasonable best efforts, Buyer may assign or participate its rights and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain obligations under the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make Transaction Documents and under any expenditure, incur any Liability, agree Transaction to any modification to any Contract or forego or alter any rights in connection with such effortsPerson without the prior written consent of Seller. (b) To the extent With respect to any issuance by Buyer of a participation in any Transaction, (i) Buyer shall act as agent for all participants in any dealings with Seller in connection with such Transactions and (ii) Seller shall not be obligated to deal directly with any party other than Buyer in connection with such Transactions, or to pay or reimburse Buyer for any costs that the consents referred would not have been incurred by Buyer had no participation interests in such Transactions been issued. With respect to in Section 2.4(a) are not obtained any assignment by SellersBuyer of a Transaction, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility event following any such assignment Buyer shall not control all decision-making with respect to such Non-Assignable Assets Transaction, then no Exit Fee shall be payable if the Seller elects to use reasonable best efforts, at no cost terminate such Transaction pursuant to Sellers, to (iSection 3(d) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained.Annex I. (c) If Purchaser is provided Subject to the benefits of foregoing, the Transaction Documents and any Non-Assignable Asset pursuant Transactions shall be binding upon and shall inure to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof parties and their respective successors and permitted assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required hereinTransaction Documents and their respective successors, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (benefit or any other interest therein)legal or equitable right, Permit power, remedy or other asset, which by claim under the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase PriceTransaction Documents.

Non-Assignability. (a) If Subject to Article 17(b) below, Seller may not assign any Contract, Transferred Equity Interest of its rights or obligations under this Agreement without the prior written consent of Buyer (or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended not to be included unreasonably withheld or delayed) and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void. Buyer may, without consent of Seller, sell participating interests in any Transaction, its interest in the Purchased Assets Assets, or any other interest of Buyer under this Agreement to one or more banks, financial institutions or other entities (“Participants”); provided, that, notwithstanding the foregoing, any such sale to a Participant that is determined a Prohibited Transferee shall require the prior consent of Seller, such consent not capable to be unreasonably withheld, conditioned or delayed; provided further, that, if a Default or an Event of being assigned or transferred (whether pursuant to Sections 363 or 365 Default has occurred and is continuing, Seller’s consent shall not be required. Buyer may, without consent of the Bankruptcy Code) Seller, at any time and from time to Purchaser at the Closing without time, assign to any Person other than a Prohibited Transferee and to a Prohibited Transferee with the consent of another party theretoSeller, the issuer thereof such consent not to be unreasonably withheld, conditioned or any third party (including delayed; provided that, if a Governmental Authority) (“Non-Assignable Assets”)Default or an Event of Default has occurred and is continuing, this Agreement Seller’s consent shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. an assignment to a Prohibited Transferee (ban “Assignee” and together with Participants, each a “Transferee” and collectively, the “Transferees”) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided all or any part of its rights its interest in the Ancillary Documents to which Purchased Assets, or any other interest of Buyer under this Agreement. In connection with any sale, assignment, transfer or participation by Buyer hereunder, other than a sale, assignment, transfer or participation by Buyer of one or more Sellers is a partyhundred percent (100%) of its rights and obligations under the Transaction Documents, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser Buyer shall retain control and authority over its rights and obligations under the benefits of Transaction Documents and any Non-Assignable Assets; Transaction, (ii) cooperate in Seller shall not be obligated or required to deal directly or indirectly with any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; Person other than Buyer, and (iii) enforce Seller shall not be charged for, incur or be required to reimburse Buyer or any other Person for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party costs or parties thereto; provided, however, that expense relating to any such efforts described in clauses (i) through (iii) above shall be made only with the consentsale, assignment, transfer or participation. Seller agrees to, and to cause Guarantor to, cooperate with Buyer, at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at PurchaserBuyer’s sole cost and expense, in which caseconnection with any such assignment, Purchaser shall reimburse Sellers’ costs transfer or sale of participating interest and expenses of to enter into such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant restatements of, and amendments, supplements and other modifications to, this Agreement in order to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating give effect to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence assignment, transfer or willful misconduct of Sellers)sale. (db) For the avoidance Title to all Purchased Assets and Purchased Items shall pass to Buyer and Buyer shall have free and unrestricted use of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of all Purchased Assets. Nothing in this Agreement is intended shall preclude Buyer from engaging in repurchase transactions with the Purchased Assets and Purchased Items or otherwise selling, pledging, repledging, transferring, hypothecating, or rehypothecating the Purchased Assets and Purchased Items to any Person other than a Prohibited Transferee and to a Prohibited Transferee with the consent of Seller, such consent not to be included unreasonably withheld, conditioned or delayed; provided that, if a Default or an Event of Default has occurred and is continuing, Seller’s consent shall not be required, all on terms that Buyer may determine in its sole discretion; provided, however, that Buyer shall transfer the Purchased Assets to be assigned Seller on the applicable Repurchase Date free and clear of any pledge, lien, security interest, encumbrance, charge or other adverse claim on any of the Purchased Assets. Nothing contained in this Agreement shall obligate Buyer to segregate any Purchased Assets or Purchased Items transferred to Purchaser Buyer by Seller. (c) Buyer, acting for this purpose as an agent of Seller, shall maintain at one of its offices a register for the Closing recordation of the names and addresses of Buyer, and the percentage of the rights and obligations under this Agreement owing to, Buyer and each Transferee pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall not be conclusive, and Seller, Buyer, and each Transferee shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer or Transferee, as applicable, hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Seller at any reasonable time and from time to time upon reasonable prior notice; provided that Buyer shall have no obligation to disclose all or any portion of the Register regarding Participants (i) give rise including the identity of any Participant or any information relating to a basis Participant’s beneficial interest in this Agreement) to any Person except to the extent that such disclosure is necessary to establish that such beneficial interest in this Agreement or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Register shall be conclusive absent manifest error, and Buyer shall treat each Person whose name is recorded in the Register as the owner of its respective interest for termination all purposes of this Agreement notwithstanding any notice to the contrary. No sale, assignment, transfer or participation pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to this Article 17 shall be effective until reflected in the Purchase PriceRegister.

Non-Assignability. (a) If The rights and obligations of Seller under the Transaction Documents, the Hedging Transactions and under any ContractTransaction shall not be assigned by Seller without the prior written consent of Administrative Agent, Transferred Equity Interest on behalf of Xxxxxx. Any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Administrative Agent shall be null and void, ab initio. (b) Any Buyer, may at any time, without the consent of Seller, Pledgor or Guarantor, sell participations in up to 100% (in the aggregate, in one or more Transactions, including any assignments under Section 17(c)) of such Buyer’s, rights and/or obligations under the Transaction Documents (any such holder of a participation, a “Participant”); provided that, so long as no Event of Default has occurred, (i) Administrative Agent and such Buyer’s obligations and Seller’s rights and obligations under the Transaction Documents shall remain unchanged, (ii) Administrative Agent shall retain sole decision-making authority under the Transaction Documents (subject to the Co-Buyer Agreement), (iii) Seller shall continue to deal solely and directly with Administrative Agent, on behalf of Buyers, in connection with Administrative Agent’s, rights and obligations under the Transaction Documents (subject to the Co-Buyer Agreement) and (iv) no such Participation may be sold to a Prohibited Transferee. Buyer agrees that each Participant shall be subject to the requirements under Section 3(r) (it being understood that the documentation required under Section 3(r) shall be delivered to the participating Buyer); provided that such Participant shall not be entitled to receive any greater payment under Section 3, with respect to any participation, than its participating Buyer would have been entitled to receive except to the extent such entitlement to receive a greater payment results from a change in any Requirement of Law that occurs after the Participant acquired the applicable participation. (c) Any Buyer may at any time, without the consent of Seller, Pledgor or Guarantor, sell and assign up to 100% (in the aggregate, in one or more Transactions, and including any participation under Section 17(b)) of the rights and obligations of such Buyer, under the Transaction Documents. From and after the effective date of such assignment, such assignee shall be a party and, to the extent provided in such assignment agreement, have the rights and obligations of such Buyer under the Transaction Documents with respect to the percentage and amount of the Repurchase Price allocated to it; provided that, so long as no Event of Default has occurred and is continuing, such Buyer shall not assign, participate or sell all or any interest thereinportion of its rights and obligations under the Transaction Documents to any Prohibited Transferee. Any sale or assignment by any Buyer, of its rights or obligations under the Transaction Documents that does not comply with this Section 17(c) shall be treated for purposes of the Transaction Documents as a sale by such Buyer, of a participation in such rights and obligations in accordance with Section 17(b), Permit subject to compliance with such section. (d) As long as an Event of Default shall have occurred and be continuing, Administrative Agent and any Buyer, may assign, participate or other assetsell its rights and obligations under the Transaction Documents and/or any Transaction to any Person without prior notice to Seller and without regard to the limitations set forth in Section 17(b) and Section 17(c) above. From and after the date Administrative Agent or such Buyer, which by the terms of is no longer a party to this Agreement, Administrative Agent or such Buyer, as applicable, shall have no obligation to act as agent or to make decisions under this Agreement. (e) Administrative Agent acting solely for this purpose as an agent of Seller, shall maintain a copy of each assignment and a register for the recordation of the names and addresses of the assignees, and ownership rights in the Transactions, Purchased Assets or other interests under this Agreement (as the same may be modified by any Co-Buyer Agreement) (the “Register”). The entries in the Register shall be conclusive absent manifest error, and each of Seller, Administrative Agent and Buyers, and their respective assignees shall treat each Person whose name is intended recorded in the Register pursuant to the terms hereof as the owner of the interests in the Transactions, Purchased Assets or other interests under this Agreement for all purposes. (f) If any Buyer sells a participation, it shall, acting solely for this purpose as an agent of Seller, maintain a register on which it enters the name and address of each Participant and the ownership rights of each Participant in the Transactions, Purchased Assets or other interests under this Agreement (the “Participant Register”); provided that no Buyer shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any obligations under any Transaction Document) to any Person except to the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be included conclusive absent manifest error, and such Buyer shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. Any participation shall be effective only upon registration of such participation on the Participant Register. (g) Subject to the foregoing, the Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the parties to the Transaction Documents and their respective successors, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents. (h) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent or prohibit any Buyer from pledging its interest in the Purchased Assets is determined not capable hereunder to a Federal Reserve Bank in support of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any borrowings made by such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the ClosingBuyer from such Federal Reserve Bank; provided, however, that neither Sellers nor Purchaser no such pledge shall be required to make any expenditurerelease such Buyer, incur any Liabilityas the case may be, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party of its obligations hereunder or parties thereto; provided, however, that substitute any such efforts described in clauses (i) through (iii) above shall be made only with pledgee for such Buyer, as the consentcase may be, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is as a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedparty hereto. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.

Non-Assignability. (a) If This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which by party hereto without the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 express prior written consent of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best effortsother parties, and Purchaser shall use reasonable best efforts to cooperate with Sellersany attempted assignment, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets beforewithout such consents, at or after the Closingwill be null and void; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or Person who acquires any Restricted Securities from any Securityholder in compliance with the terms hereunder: (a) such Securityholder making such Transfer shall, prior to such Transfer, furnish to the Closing Date, Purchaser shall enter into a sublease containing Company written notice of the same terms name and conditions as address of such lease (unless such lease by its terms prohibits such subleasing arrangement)transferee, and entry into (b)(i) in the case of any Transfer from BLUM, (A) if such Person acquires a majority of the Commxx Xtock beneficially owned by BLUM, BLUM shall have the right to assign to such Person xxx ox xxe rights and compliance with obligations of BLUM hereunder, (B) if such sublease Person acquires less than a xxxxrity of the Common Stock beneficially owned by BLUM, such Person shall satisfy assume and be entitled to all of xxx rights and obligations of a BLUM Holder under Article III hereof, and (C) in any casx, xuch Person shall execute and deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (ii) in the case of an assignment by BLUM of its rights pursuant to Section 2.2 hereto, such xxxxgnee or assignees shall assume and be entitled to all of the rights and obligations of a BLUM Holder under Article III hereof and shall execute axx xeliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (iii) in the case of any Transfer from any of the FS Parties, (A) such Person shall assume all of the rights and obligations of an FS Party hereunder and shall execute and deliver to the Company an Assumption Agreement, and (B) in addition, if such Person acquires a majority of the Common Stock beneficially owned by the FS Entities at the time of such transfer and following such acquisition such Person beneficially owns at least 10% of the outstanding Common Stock, the FS Entities shall have the right to assign to such Person all of the rights and obligations of the Parties FS Entities under Section IV of this Section 2.4(bAgreement, (iv) until such consent is obtained. (c) If Purchaser is provided in the benefits case of any Transfer from a DLJ Party, such Person shall assume and be entitled to all of the rights and obligations of a DLJ Party hereunder and execute and deliver to the Company an Assumption Agreement, (v) in the case of any Transfer from an Other Non- Management Party, such Person shall assume and be entitled to all of the rights and obligations of an Other Non-Assignable Asset pursuant Management Party hereunder and execute and deliver to Section 2.4(b)the Company an Assumption Agreement, Purchaser and (vi) in the case of any Transfer from a Management Party, such Person shall perform, on behalf assume and be entitled to all of the applicable Seller, for the benefit rights and obligations of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from a Management Party hereunder and after the Closing Date execute and if Purchaser fails to perform deliver to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of Company an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers)Assumption Agreement. (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.

Non-Assignability. (a) The rights and obligations of Seller under the Transaction Documents, the Hedging Transactions and under any Transaction shall not be assigned by Seller without the prior written consent of Buyer. Any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void, ab initio. (b) Buyer may at any time, without the consent of Seller or Guarantor, sell participations to any Eligible Assignee in up to one hundred percent (100%) (in the aggregate, in one or more transactions, including any assignments under Section 17(c)) of Buyer’s rights and/or obligations under the Transaction Documents; provided that, so long as no Event of Default has occurred and is continuing, (i) Buyer’s obligations and Seller’s rights and obligations under the Transaction Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of Buyer’s obligations under the Transaction Documents, (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Transaction Documents. (c) Buyer may at any time, without the consent of Seller or Guarantor but upon notice to Seller, sell and assign to an Eligible Assignee up to one hundred percent (100%) (in the aggregate, in one or more transactions, and including any participation under Section 17(b)) of the rights and obligations of Buyer under the Transaction Documents. From and after the effective date of such assignment, (i) such assignee shall be a party and, to the extent provided in such assignment agreement, have the rights and obligations of Buyer under the Transaction Documents with respect to the percentage and amount of the Repurchase Price allocated to it; provided that, so long as no Event of Default has occurred and is continuing, (ii) Buyer shall remain solely responsible to Seller for the performance of Buyer’s obligations under the Transaction Documents, (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Transaction Documents, and (iii) Buyer will give written notice thereof at least five (5) calendar days prior to the effective date of such assignment to each party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of its rights or obligations under the Transaction Documents that does not comply with this Section 17(c) shall be treated for purposes of the Transaction Documents as a sale by Buyer of a participation in such rights and obligations in accordance with Section 17(b). (d) Buyer, acting solely for this purpose as an agent of Seller, shall maintain a copy of each assignment and a register for the recordation of the names and addresses of the assignees, and ownership rights in the Transactions, Purchased Assets or other interests under this Agreement. The entries in such register shall be conclusive absent manifest error, and each of Seller and Buyer and their respective assignees shall treat each Person whose name is recorded in such register pursuant to the terms hereof as the beneficial owner of the interests in the Transactions, Purchased Assets or other interests under this Agreement for all purposes. If any Contractassignee is a non-U.S. Person, Transferred Equity Interest such assignee shall timely provide Seller with such forms as may be required to establish the assignee’s status for U.S. withholding tax purposes. (e) If Buyer sells a participation, Buyer shall, acting solely for this purpose as an agent of Seller, maintain a register on which it enters the name and address of each participant and the ownership rights of each participant in the Transactions, Purchased Assets or other interests under this Agreement. The entries in such register shall be conclusive absent manifest error, and Buyer shall treat each Person whose name is recorded in such register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. If any participant is a non-U.S. Person, such participant shall timely provide Seller with such forms as may be required to establish such participant’s status for U.S. withholding tax purposes. (f) Subject to the foregoing, the Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the parties to the Transaction Documents and their respective successors, any benefit or any interest therein)legal or equitable right, Permit power, remedy or other asset, which by claim under the terms of Transaction Documents. (g) Notwithstanding anything to the contrary in this Agreement, is intended to be included nothing in this Agreement shall prevent or prohibit Buyer from pledging its interest in the Purchased Assets is determined not capable hereunder to a Federal Reserve Bank in support of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any borrowings made by Buyer from such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the ClosingFederal Reserve Bank; provided, however, that neither Sellers nor Purchaser no such pledge shall be required to make any expenditurerelease Buyer, incur any Liabilityas the case may be, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party of its obligations hereunder or parties thereto; provided, however, that substitute any such efforts described in clauses (i) through (iii) above shall be made only with pledgee for Buyer, as the consentcase may be, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is as a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainedparty hereto. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.

Non-Assignability. (a) If This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which by party hereto without the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 express prior written consent of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best effortsother parties, and Purchaser shall use reasonable best efforts to cooperate with Sellersany attempted assignment, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets beforewithout such consents, at or after the Closingwill be null and void; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or Person who acquires any Restricted Securities from any Securityholder in compliance with the terms hereunder: (a) such Securityholder making such Transfer shall, prior to such Transfer, furnish to the Closing DateCompany written notice of the name and address of such transferee, Purchaser and (i) in the case of any Transfer from XXXX, (A) if such Person acquires a majority of the Common Stock beneficially owned by XXXX, XXXX shall enter into have the right to assign to such Person all of the rights and obligations of XXXX hereunder, (B) if such Person acquires less than a sublease containing majority of the same terms Common Stock beneficially owned by XXXX, such Person shall assume and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement)be entitled to all of the rights and obligations of a XXXX Holder under Article III hereof, and entry into (C) in any case, such Person shall execute and compliance with deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (ii) in the case of an assignment by XXXX of its rights pursuant to Section 2.2 hereto, such sublease assignee or assignees shall satisfy assume and be entitled to all of the rights and obligations of a XXXX Holder under Article III hereof and shall executive and deliver to the Company an Assumption Agreement and assume and be entitled to all of the rights and obligations of a Holder hereunder, (iii) in the case of any Transfer from any of the FS Parties, (A) such Person shall assume all of the rights and obligations of an FS Party hereunder and shall execute and deliver to the Company an Assumption Agreement, and (B) in addition, if such Person acquires a majority of the Common Stock beneficially owned by the FS Entities at the time of such transfer and following such acquisition such Person beneficially owns at least 10% of the outstanding Common Stock, the FS Entities shall have the right to assign to such Person all of the rights and obligations of the Parties FS Entities under Section IV of this Section 2.4(bAgreement, (iv) until such consent is obtained. (c) If Purchaser is provided in the benefits case of any Transfer from a DLJ Party, such Person shall assume and be entitled to all of the rights and obligations of a DLJ Party hereunder and execute and deliver to the Company an Assumption Agreement, (v) in the case of any Transfer from an Other Non-Assignable Asset pursuant Management Party, such Person shall assume and be entitled to Section 2.4(b), Purchaser shall perform, on behalf all of the applicable Sellerrights and obligations of an Other Non-Management Party hereunder and execute and deliver to the Company an Assumption Agreement, for and (vi) in the benefit case of any Transfer from a Management Party, such Person shall assume and be entitled to all of the issuer thereof or the other party or parties thereto, the rights and obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from a Management Party hereunder and after the Closing Date execute and if Purchaser fails to perform deliver to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of Company an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers)Assumption Agreement. (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.

Non-Assignability. (a) If Subject to Article 17(b) below, Seller may not assign any Contract, Transferred Equity Interest of its rights or obligations under this Agreement without the prior written consent of Buyer (or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended not to be included unreasonably withheld or delayed) and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void. Buyer may, without consent of Seller, sell participating interests in any Transaction, its interest in the Purchased Assets is determined not capable Assets, or any other interest of being assigned Buyer under this Agreement to one or transferred more banks, financial institutions or other entities (whether pursuant “Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest of Buyer under this Agreement. Buyer may, at any time and from time to Sections 363 or 365 of the Bankruptcy Code) time, assign to Purchaser at the Closing without the consent of another party theretoany Person (an “Assignee” and together with Participants, each a “Transferee” and collectively, the issuer thereof “Transferees”) all or any third party (including part of its rights its interest in the Purchased Assets, or any other interest of Buyer under this Agreement except that, prior to a Governmental Authority) (“Non-Assignable Assets”)Default or an Event of Default, no such Transferee shall be a Prohibited Transferee. Seller agrees to, and to cause Guarantor to, cooperate with Buyer in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement shall not constitute an assignment thereofin order to give effect to such assignment, transfer or an attempted assignment thereof, unless and until any such consent is obtainedsale. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, Seller agrees that neither Sellers nor Purchaser each Participant shall be required entitled to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable Article 3(j), Article 3(k), and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (iArticles 3(p) through (iiiu) above (subject to the requirements and limitations therein, including the requirements under Article 3(t) (it being understood that the documentation required under Article 3(t) shall be made only with delivered to the consentparticipating Buyer)) to the same extent as if it were an Assignee and had acquired its interest by assignment pursuant to this Article 17(a); provided that, such Participant (A) agrees to be subject to the provisions of Article 3(w) as if it were an Assignee under this Article 17(a), and at the direction(B) shall not be entitled to receive any greater payment under Article 3(k), of Purchaser. Without limiting the generality of the foregoingArticle 3(p), or Article 3(s), with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior participation, than its participating Buyer, as applicable, would have been entitled to the Closing Datereceive, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform except to the extent required hereinsuch entitlement to receive a greater payment results from the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by a Governmental Authority, Sellersin any case which occurs after the Participant acquired the applicable participation. Each Buyer that sells a participation agrees, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at PurchaserSeller’s sole cost request and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses to use reasonable efforts to cooperate with Seller to effectuate the provisions of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (dArticle 3(w) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment with respect to the Purchase Priceapplicable Participant.

Non-Assignability. (a) If any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 The rights and obligations of the Bankruptcy Code) to Purchaser at the Closing parties under this Repurchase Agreement and under any Transaction shall not be assigned by either Seller without the prior written consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtainedBuyer. Subject to Section 6.3the foregoing, Sellers this Repurchase Agreement and any Transactions shall use reasonable best effortsbe binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in this Repurchase Agreement express or implied, shall give to any Person, other than the parties to this Repurchase Agreement and Purchaser shall use reasonable best efforts their successors hereunder, any benefit of any legal or equitable right, power, remedy or claim under this Repurchase Agreement. The Buyer may from time to cooperate with Sellers, to obtain time assign all or a portion of its rights and obligations under this Repurchase Agreement and the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the ClosingRepurchase Documents; provided, however, that neither the Buyer shall maintain, for review by the Sellers nor Purchaser upon written request a copy of an executed assignment and acceptance by the Buyer and assignee (“Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, (a) such assignee shall be required a party hereto and to make any expenditureeach Repurchase Document to the extent of the percentage or portion set forth in the Assignment and Acceptance, incur any Liabilityand shall succeed to the applicable rights and obligations of the Buyer hereunder, agree and (b) the Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. Unless otherwise stated in the Assignment and Acceptance, the Sellers shall continue to take directions solely from the Buyer unless otherwise notified by the Buyer in writing. The Buyer may distribute to any modification prospective assignee any document or other information delivered to any Contract or forego or alter any rights in connection with such effortsthe Buyer by the Sellers. (b) To the extent that the consents referred The Buyer may sell participations to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties theretoPersons; provided, however, that any such efforts described in clauses (i) through no participant under any such participation shall have any right to approve any amendment or waiver of any provision of the Repurchase Agreement or any other Repurchase Document, or any consent to any departure by the Sellers or the Buyer therefrom; (ii) the Buyer’s obligations under this Repurchase Agreement shall remain unchanged; (iii) above the Buyer shall remain solely responsible to the other parties hereto for the performance of such obligations; and (iv) the Sellers shall continue to deal solely and directly with the Buyer in connection with the Buyer’s rights and obligations under this Repurchase Agreement and the other Repurchase Documents; provided that Taxes shall be made only governed solely and exclusively by Section 6 and 7. (i) Prior to the occurrence of an Event of Default, the Buyer may from time to time assign all or a portion of its rights and obligations under this Repurchase Agreement and the Repurchase Documents to any Person (A) without the prior written consent of the Sellers, provided that the Buyer or an Affiliate of the Buyer retains a portion equal to at least twenty (20%) of the Maximum Purchase Price; or (B) with the consentprior consent of the Sellers, which consent shall not be unreasonably withheld or delayed. The Buyer shall maintain, for review by the Sellers upon written request, a copy of an executed assignment and acceptance by the Buyer and assignee (each an “Assignment and Acceptance”), specifying the percentage or portion of such rights and obligations assigned. Upon such assignment, and at pursuant to an amendment of this Repurchase Agreement as set forth in clause (iii) below, (A) such assignee shall be a party hereto and to each Repurchase Document to the direction, of Purchaser. Without limiting the generality extent of the foregoingpercentage or portion set forth in the Assignment and Acceptance, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior and shall succeed to the Closing Date, Purchaser shall enter into a sublease containing the same terms applicable rights and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties Buyer hereunder, and (B) the Buyer shall, to the extent that such rights and obligations have been so assigned by it be released from its obligations hereunder and under the Repurchase Documents. After the occurrence and during the continuance of an Event of Default, the Buyer may assign all or a portion of its rights and obligations under this Section 2.4(b) until such Repurchase Agreement and the Repurchase Documents to any Person without the prior consent is obtainedof the Sellers. Unless otherwise stated in the Assignment and Acceptance, the Sellers shall continue to take directions solely from the Buyer unless otherwise notified by the Buyer in writing. (cii) If Purchaser is provided the benefits of any Non-Assignable Asset Subject to acceptance and recording thereof pursuant to Section 2.4(b)21(d) hereof and the amendment of this Repurchase Agreement pursuant to clause (iii) hereof, Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date effective date specified in each Assignment and if Purchaser fails to perform Acceptance the assignee thereunder shall be a party hereto and, to the extent required hereinof the interest assigned by such Assignment and Acceptance, Sellers, without waiving any have the rights and obligations of the Buyer under this Repurchase Agreement. Any assignment or transfer by the Buyer of rights or remedies that they may have obligations under this Repurchase Agreement that does not comply with this Section 21 shall be treated for purposes of this Repurchase Agreement as a sale by such Buyer of a participation in such rights and obligations in accordance with Section 21(d) hereof. (iii) In the event that the Buyer assigns all or applicable Lawsa portion of its rights and obligations under this Repurchase Agreement pursuant to this Section 21(c), the parties hereto hereby agree to negotiate in good faith and use commercially reasonable efforts to enter into prior to such transfer an amendment to this Repurchase Agreement to add agency provisions similar to those included in repurchase agreements for similar syndicated repurchase facilities; provided, however, that the Buyer and the Sellers hereby agree that any such amendment shall provide that the Repurchase Agreement may (i) suspend their performance under Section 2.4(b) in respect be amended or waived upon the written consent of the Non-Assignable Asset that is Sellers and those Buyers committed to engage in the subject Transactions hereunder representing a majority of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers)Maximum Repurchase Price. (d) For The Sellers shall maintain a register (the avoidance “Register”) on which it will record the Buyer’s rights hereunder, and each Assignment and Acceptance and participation; provided, however, that the Sellers shall not be required to record any transfer on the Register of doubtwhich the Sellers have not received notice, or do not have knowledge. The Register shall include the names and addresses of the Buyers (including all assignees, successors and participants). Failure to make any such recordation, or any error in such recordation shall not affect the Sellers’ obligations in respect of such rights. If the Buyer sells a participation in its rights hereunder, it shall provide the Sellers, or maintain as agent of the Sellers, the inability information described in this paragraph and permit the Sellers to review such information as reasonably needed for the Sellers to comply with its obligations under this Repurchase Agreement or under any applicable law or governmental regulation or procedure. (e) The Buyer may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 21, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to the Sellers or any of their Subsidiaries or to any aspect of the Transactions that has been furnished to the Buyer by or on behalf of the Sellers or any of their Subsidiaries; provided that such assignee or participant agrees to hold such information subject to the confidentiality provisions of this Repurchase Agreement. (f) The Buyer may at any time create a security interest in all or any portion of its rights under this Repurchase Agreement in favor of any Contract, Transferred Equity Interest (or Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System and any other interest therein), Permit or other asset, which Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the terms of this Agreement is intended to be included in assigning the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase PriceBuyer from its obligations hereunder.

Non-Assignability. (a) If No Seller Party may assign any Contract, Transferred Equity Interest of its rights or obligations under this Agreement or the other Transaction Documents without the prior written consent of Purchaser (which may be granted or withheld in Purchaser’s sole and absolute discretion) and any attempt by any Seller Party to assign any of its rights or obligations under this Agreement or any interest thereinother Transaction Document without the prior written consent of Purchaser shall be null and void. (b) Purchaser may, without consent of Seller, at any time and from time to time, assign or participate some or all of its rights and obligations under the Transaction Documents and/or under any Transaction (subject to Article 9(a), Permit or other asset, which by ) to any Person in conformity with the terms and conditions of this Agreement, is intended to be included in the Purchased Asset Documents of any Purchased Assets is determined not capable of being assigned including eligibility requirements, qualified transferee requirements or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closinglike; provided, however, that neither Sellers nor Purchaser that, so long as no Event of Default shall have occurred and be continuing, without the prior written consent of Seller (i) no assignment or participation shall be made to a Direct Competitor or to an Affiliate of any Borrower under the Purchased Assets and (ii) other than in the case of a merger or other corporate transaction (such as a sale of the applicable business unit) (A) Seller shall only be required to make any expenditure, incur any Liability, agree to any modification to any Contract interface with Barclays Capital PLC or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility an Affiliate thereof with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser this Agreement and the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; Transactions hereunder and (iiiB) Barclays Capital PLC or an Affiliate thereof shall retain all authority to enforce for the account of Purchaser remedies and at the cost of Purchaser provide consents, waivers or approvals (including, without limitation, approving any rights of Sellers arising from Eligible Asset as a Purchased Asset or any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality extension of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(bAvailability Period) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement and to determine the Market Value for any Purchased Asset under this Agreement. In connection with any permitted assignment or applicable Lawsparticipation, Purchaser may bifurcate or allocate (ii.e. senior/subordinate) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure amounts due to perform unless and until such situation is remediedPurchaser. Seller agrees to reasonably cooperate with Purchaser, or (ii) perform at Purchaser’s sole cost and expense, in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, the Transaction Documents to which caseit is a party in order to give effect to such assignment, transfer or sale of participating interest. In connection with the foregoing, Purchaser shall reimburse Sellers’ costs not assign its rights or sell participations in a manner that would have material adverse tax consequences to Seller, Guarantor or any other direct or indirect owners (including, without limitation, causing all or any portion of Seller or Guarantor to be treated as a “taxable mortgage pool” for federal income tax purposes). (c) Purchaser, acting solely for this purpose as an agent of Seller, shall maintain at one of its offices in the United States, a copy of each such sale, transfer and expenses assignment and assumption delivered to it and a register for the recordation of such performance immediately upon receipt the names and addresses of an invoice therefor. To Purchaser and each permitted purchaser, transferee and assignee, as applicable, and the extent that Purchaser is provided the benefits of any Non-Assignable Asset amounts (and stated interest) owing to, each purchaser, transferee and assignee pursuant to Section 2.4(bthe terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the parties hereunder shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Purchaser for all purposes of this Agreement. The Register shall indemnify, defend be available for inspection by the Seller at any reasonable time and hold Sellers harmless from and against any and all Liabilities relating time to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers)time upon reasonable prior notice. (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (If Purchaser sells a participation with respect to its rights under this Agreement or under any other Transaction Document with respect to the Purchased Assets, it shall, acting solely for this purpose as an agent of Seller, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets (the “Participant Register”); provided that Purchaser shall have no obligation to be assigned disclose all or transferred to Purchaser at any portion of the Closing shall not Participant Register (i) give rise including the identity of any participant or any information relating to a basis participant’s interest in any Transaction Document) to any Person except to Seller or to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 5f.103-1(c) of the United States Treasury regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Purchaser and Seller shall treat each Person whose name is recorded in the register as the owner of such participation interest for termination all purposes of this Agreement pursuant notwithstanding any notice to ARTICLE VIII the contrary. (e) Subject to the foregoing, the Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in the Transaction Documents, express or (ii) implied, shall give rise to any right to any adjustment Person, other than the parties to the Purchase PriceTransaction Documents and their respective successors, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents.

Non-Assignability. (a) If No Seller Party may assign any Contract, Transferred Equity Interest of its rights or obligations under this Agreement or the other Transaction Documents without the prior written consent of Purchaser (which may be granted or withheld in Purchaser’s sole and absolute discretion) and any attempt by any Seller Party to assign any of its rights or obligations under this Agreement or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing Transaction Document without the prior written consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such effortsnull and void. (b) To Purchaser may, at its sole cost and expense, without consent of Seller, at any time and from time to time, assign or participate some or all of its rights and obligations under the extent Transaction Documents and/or under any Transaction (subject to Article 9(a)) to any Person that is Qualified Transferee. In connection with any such assignment or participation, Purchaser shall notify Seller in writing thereof following the consents referred date of such assignment or participation. Seller agrees to cooperate with Purchaser in Section 2.4(a) are not obtained by Sellersconnection with any such assignment, except as otherwise provided in transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, the Ancillary Transaction Documents to which one or more Sellers it is a party, Sellers’ sole responsibility with respect party in order to give effect to such Non-Assignable Assets assignment, transfer or sale of participating interest; provided that such amendments, supplements and other modifications shall not increase Seller’s obligations or decrease Seller’s rights hereunder and shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense. Notwithstanding the foregoing, Purchaser agrees that, prior to the occurrence and continuance of an Event of Default, in connection with any assignment, participation or sale (A) Purchaser may only assign or participate any of its rights and obligations under the Transaction Documents and/or under any Transaction if Goldman Sachs Bank USA or any of its Affiliates (collectively, “Goldman”) retains, directly or indirectly, control equal to or greater than fifty-one percent (51.00%) of each of the rights and obligations under the Transaction Documents with respect to (x) each Purchased Asset and (y) the Purchased Assets, collectively, and (B) each Seller shall continue to deal solely and directly with Purchaser in connection with any Transaction. (c) Purchaser, on Seller’s behalf, shall maintain at one of its offices in the United States a copy of each assignment and a register for the recordation of the names and addresses of the Purchaser and assignees and the amount of Purchaser’s or assignee’s interest in the Transaction Documents and/or Transactions held by it and the principal amount (and stated interest thereon) of the portion thereof which case, Purchaser shall reimburse Sellers’ costs and expenses is the subject of the assignment (the “Register”). Any assignment of the Transaction Documents or Transactions may be effected only by the registration of such performance immediately assignment on the Register. The entries in the Register shall be conclusive absent manifest error, and Purchaser and Seller shall treat each Person whose name is recorded in the Register as the Purchaser for all purposes of the Transaction Documents notwithstanding any notice to the contrary. The Register shall be available for inspection by Seller at any reasonable time and from time to time upon receipt reasonable prior notice. If Purchaser transfers or sells its entire interest in the Transaction Documents and does not hold legal title, the transferee shall be responsible for the continued maintenance of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any Register and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellersfurther reporting under this Article 19(b). (d) For In the avoidance event that Purchaser grants participations in the Transaction Documents or any or all of doubtthe Transactions hereunder, Purchaser shall, acting solely for this purpose as a non-fiduciary agent of Seller, maintain a register on which it enters the names and addresses of all participants and the amount of each such participant’s interest in the Transaction Documents and/or Transactions held by it and the principal amount (and stated interest thereon) of the portion thereof which is the subject of the participation (the “Participant Register”). Any participation of the Transaction Documents or Transactions may be effected only by the registration of such participation on the Participant Register. Purchaser shall have no obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in the Transaction Documents or the Transactions) to any Person except to the extent that such disclosure is necessary to establish that the Transaction Documents or the Transactions are in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Purchaser shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of the Transaction Documents notwithstanding any notice to the contrary. (e) Subject to the foregoing, the inability Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in the Transaction Documents, express or implied, shall give to any ContractPerson, Transferred Equity Interest (other than the parties to the Transaction Documents and their respective successors, any benefit or any other interest therein)legal or equitable right, Permit power, remedy or other asset, which by claim under the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase PriceTransaction Documents.

Non-Assignability. (a) If No Seller Party may assign any Contract, Transferred Equity Interest of its rights or obligations under this Agreement or the other Transaction Documents without the prior written consent of Purchaser (which may be granted or withheld in Purchaser’s sole and absolute discretion) and any attempt by any Seller Party to assign any of its rights or obligations under this Agreement or any interest therein), Permit or other asset, which by the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing Transaction Document without the prior written consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such effortsnull and void. (b) To Purchaser may, without consent of Seller, at any time and from time to time, assign or participate some or all of its rights and obligations under the Transaction Documents and/or under any Transaction (subject to Article 9(a)) to any Person in conformity with the terms and conditions of the Purchased Asset Documents of any Purchased Assets including eligibility requirements, qualified transferee requirements or the like; provided that, prior to an Event of Default, without the prior written consent of Seller, (a) no such assignment or participation may be made to a Direct Competitor or to any Affiliate of a Borrower under the Purchased Assets to the extent that readily identifiable as such on the consents referred to in Section 2.4(abasis of its name and (b) are not obtained by Sellers, except as otherwise provided other than in the Ancillary Documents case of a merger or other corporate transaction (such as the sale of the applicable business unit within Barclays Bank PLC or an Affiliate thereof) (i) Seller shall only be required to which one or more Sellers is a party, Sellers’ sole responsibility interface with Purchaser with respect to such Non-Assignable Assets shall be to use reasonable best effortsthe Transaction Documents, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable Barclays Bank PLC or an Affiliate thereof shall retain all decision-making authority and lawful arrangement designed discretion under the Transaction Documents (including, without limitation, approving Eligible Assets, determining maximum Purchase Price Percentages, approving extensions of the Availability Period, determining Credit Events and Market Value, enforcing remedies and providing consents, waivers or approvals with respect to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; Transaction Documents) and (iii) enforce for the account of Purchaser and Barclays Bank PLC or an Affiliate thereof shall retain at the cost of Purchaser any rights of Sellers arising from any Nonleast twenty-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses five percent (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations25%) of the applicable economic interests in the Transaction Documents. In connection with any permitted assignment or participation, Purchaser may bifurcate or allocate (i.e. senior/subordinate) amounts due to Purchaser. Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails agrees to perform to the extent required hereinreasonably cooperate with Purchaser, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in connection with any such assignment, transfer or sale of participating interest and to enter into such restatements of, and amendments, supplements and other modifications to, the Transaction Documents to which caseit is a party in order to give effect to such assignment, transfer or sale of participating interest. In connection with the foregoing, Purchaser shall reimburse Sellers’ costs not assign its rights or sell participations in a manner that would cause all or any portion of Seller or Guarantor to be treated as a “taxable mortgage pool” for federal income tax purposes, provided, that the Seller shall comply with the covenants contained in clauses (ii) through (iv) of Article 11. (c) Purchaser, acting solely for this purpose as an agent of Seller, shall maintain at one of its offices in the United States, a copy of each such sale, transfer and expenses assignment and assumption delivered to it and a register for the recordation of such performance immediately upon receipt the names and addresses of an invoice therefor. To Purchaser and each permitted purchaser, transferee and assignee, as applicable, and the extent that Purchaser is provided the benefits of any Non-Assignable Asset amounts (and stated interest) owing to, each purchaser, transferee and assignee pursuant to Section 2.4(bthe terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the parties hereunder shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Purchaser for all purposes of this Agreement. The Register shall be available for inspection by the Seller at any reasonable time and from time to time upon reasonable prior notice. No sale, transfer or assignment pursuant to this Article 20 shall be effective until reflected in the Register. The parties intend that any interest in or with respect to the Purchased Assets or in any other interests under this Agreement be treated as being issued and maintained in “registered form” within the meaning of Sections 163(f), Purchaser 871(h)(2), and 881(c)(2) of the Code and any regulations thereunder (and any successor provisions), including without limitation under Section 5f. 103-l(c) of the United States Treasury Regulations, and the provisions of this Agreement shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating be construed in a manner that gives effect to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers)intent. (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (If Purchaser sells a participation with respect to its rights under this Agreement or under any other Transaction Document with respect to the Purchased Assets, it shall, acting solely for this purpose as an agent of Seller, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets (the “Participant Register”); provided that Purchaser shall have no obligation to be assigned disclose all or transferred to Purchaser at any portion of the Closing shall not Participant Register (i) give rise including the identity of any participant or any information relating to a basis participant’s interest in any Transaction Document) to any Person except to Seller or to the extent that such disclosure is necessary to establish that such interest is in registered form under Section 5f. 103-1(c) of the United States Treasury regulations. The entries in the Participant Register shall be conclusive absent manifest error, and Purchaser and Seller shall treat each Person whose name is recorded in the register as the owner of such participation interest for termination all purposes of this Agreement notwithstanding any notice to the contrary. No participation pursuant to ARTICLE VIII this Article 20 shall be effective until reflected in the foregoing register. (e) Notwithstanding anything to the contrary, Purchaser shall not assign its rights or create participations or similar ownership interest in the Transaction Documents in a manner that would cause Seller or any portion of Seller to be a “taxable mortgage pool” for U.S. federal income tax purposes, provided, that the Seller shall comply with the covenants contained in clauses (ii) through (iv) of Article 11. (f) Subject to the foregoing, the Transaction Documents and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective permitted successors and assigns. Nothing in the Transaction Documents, express or implied, shall give rise to any right to any adjustment Person, other than the parties to the Purchase PriceTransaction Documents and their respective permitted successors, any benefit or any legal or equitable right, power, remedy or claim under the Transaction Documents.

Non-Assignability. (a) If 16.1 The rights and obligations of Seller under the Transaction Documents and under any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which Transaction shall not be assigned by Seller without the terms of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 prior written consent of the Bankruptcy Code) Buyer. Any Buyer shall be permitted to Purchaser at assign its rights and obligations under the Closing Transaction Documents and under any Transaction without the consent of another party theretoSeller provided that the assignee is (a) an Affiliate of the Buyer, (b) a commercial bank rated at least “BBB+” by S&P (or the issuer thereof equivalent by Xxxxx’x or Fitch, Inc.) and having total assets in excess of $1,000,000,000 or (c) an insurance company or a financial institution that, if rated, is rated at least “BBB+” by S&P (or the equivalent by Xxxxx’x or Fitch, Inc.), any mutual fund, any fund or any third party other “accredited investor” (including a Governmental Authorityas defined in Regulation D of the Securities Act) (“Non-Assignable Assets”other than an individual and the Seller and its Affiliates), this Agreement in each case, having a net worth, as determined in accordance with GAAP, of not less than $100,000,000. In the event of any such assignment by any Buyer, such Buyer shall so notify Seller, which notification may occur after the assignment is effected. Seller shall not constitute an assignment thereofbe obligated to deal directly with any party other than the Buyer in connection with any Transactions, or an attempted to pay or reimburse the Buyer or any other Person for any fees, costs, expenses or other amounts that would not have been incurred had no such assignment thereof, unless and until been effected. 16.2 Each Buyer shall be entitled to issue one or more participation interests with respect to any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closingall of its Transactions; provided, however, that neither Sellers nor Purchaser (i) the Buyer shall be required to make act as exclusive agent for all participants in any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights dealings with Seller in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellersall Transactions, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate Seller shall not be obligated to deal directly with any party other than the Buyer in connection with any reasonable and lawful arrangement designed Transactions, or to provide pay or reimburse the benefits of Buyer or any Non-Assignable Assets to Purchaser without incurring other Person for any financial obligation to Purchaser; fees, costs, expenses or other amounts that would not have been incurred had no participation interests in the related Transactions been issued and (iii) enforce for the account Buyer shall maintain control over all discretionary determinations to be made by it hereunder. In the event of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described issuance of a participation interest, such Buyer shall so notify Seller, which notification may occur after such issuance. 16.3 Each Buyer may, in clauses (i) through (iii) above shall be made only connection with any assignment or participation or proposed assignment or participation pursuant to this Article 16, disclose to the consentassignee or participant or proposed assignee or participant, and at as the directioncase may be, any information relating to Seller, Guarantor or any of Purchaser. Without limiting their respective Affiliates or to any aspect of the generality Purchased Assets that has been furnished to a Buyer by or on behalf of Seller or any Affiliate. 16.4 Subject to the foregoing, with respect the Transaction Documents and any Transactions shall be binding upon and shall inure to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof parties and their respective successors and assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required hereinTransaction Documents and their respective successors, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (benefit or any other interest therein)legal or equitable right, Permit power, remedy or other asset, which by claim under the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase PriceTransaction Documents.

Non-Assignability. (a) If Subject to Article 19(b) below, Seller may not assign any Contractof its rights or obligations under this Agreement without the prior written consent of Buyer and any attempt by Seller to assign any of its rights or obligations under this Agreement without the prior written consent of Buyer shall be null and void ab initio. Buyer may, Transferred Equity Interest without consent of Seller, sell to one or more banks, financial institutions or other entities (“Participants”) participating interests in any Transaction, its interest in the Purchased Assets, or any other interest therein)of Buyer under this Agreement. Buyer may, Permit at any time and from time to time, assign to any Person (an “Assignee” and together with Participants, each a “Transferee”) all or any part of its rights its interest in the Purchased Assets, or any other asset, which by the terms interest of Buyer under this Agreement, provided that, so long as no Event of Default has occurred and is intended continuing, any such Transferee shall be an Eligible Assignee. Seller agrees to be included cooperate with Buyer in the Purchased Assets is determined not capable connection with any such assignment, transfer or sale of being assigned or transferred (whether pursuant participating interest and to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party theretoenter into such restatements of, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”)and amendments, supplements and other modifications to, this Agreement shall not constitute an assignment thereofand all other Transaction Documents in order to give effect to such assignment, transfer or an attempted assignment thereof, unless and until any such consent is obtainedsale. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser Seller in no event shall be required to make any expenditure, incur any Liability, agree payments under Article 14 to any modification Transferee (other than an Assignee for an assignment made pursuant to Article 14(l)) in excess of the payments Seller would have been required to make to Buyer under Article 14 if no assignment or grant of a participation to the Transferee had occurred. For avoidance of doubt, Seller shall not have any Contract obligations under Article 14(f) or forego or alter any rights 14(i) in connection respect of a Participant unless the Participant agrees to comply with such effortsArticle 14(j) in the same manner as if it was an Assignee. (b) To Buyer, acting solely for this purpose as an agent of Seller, shall maintain, either at its offices at the extent that address set forth on Annex I attached hereto or electronically, a copy of each assignment and a register for the consents referred to in Section 2.4(a) are not obtained by Sellersrecordation of the names and addresses of the Assignees, except as otherwise provided and ownership rights in the Ancillary Documents Transactions, Purchased Assets or in any other interests under this Agreement of any Assignee pursuant to which one or more Sellers is a party, Sellers’ sole responsibility with respect the terms hereof from time to such Non-Assignable Assets time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and Seller, Buyer and the Assignees shall treat each Person whose name is recorded in the Register pursuant to use reasonable best effortsthe terms hereof as the beneficial owner of the interests in the Transactions, Purchased Assets or in any other interests under this Agreement for all purposes of this Agreement. The Register shall be available for inspection by Seller, Buyer and any Assignee, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable time and lawful arrangement designed from time to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or time upon reasonable prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainednotice during normal banking business hours. (c) If Purchaser is Buyer sells a participation it shall, acting solely for this purpose as an agent of Seller, maintain a register on which it enters the name and address of each Participant and the ownership rights in the Transactions, Purchased Assets or any other interests under this Agreement of each Participant (the “Participant Register”); provided that Buyer shall have no obligation to disclose all or any portion of the benefits Participant Register (including the identity of any Non-Assignable Asset pursuant Participant or any information relating to Section 2.4(b)a Participant’s ownership rights in the Transactions, Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof Purchased Assets or the any other party or parties thereto, the obligations (including payment obligationsinterests under this Agreement) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform any Person except to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect disclosing the portion of the Non-Assignable Asset that Participant Register relating to a Participant with respect to which a claim for additional amounts is the subject of such failure to perform unless and until such situation is remediedmade under Articles 14(a), 14(b), 14(c), 14(d) or 14(f), or (ii) perform at Purchaser’s sole cost otherwise to the extent such disclosure is reasonably expected to be necessary to establish that such ownership rights in the Transactions or any other interests under this Agreement are in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and expense, Buyer shall treat each Person whose name is recorded in which case, Purchaser shall reimburse Sellers’ costs and expenses the Participant Register as the owner of such performance immediately upon receipt participation for all purposes of an invoice thereforthis Agreement notwithstanding any notice to the contrary. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, no sale, assignment, transfer or participation pursuant to this Article 19 shall be effective unless and until reflected in the inability of any ContractRegister or Participant Register, Transferred Equity Interest as applicable. (or any other interest therein), Permit or other asset, which by the terms of d) Nothing in this Agreement is intended to be included in the shall prevent or prohibit any Buyer from pledging any of its Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise hereunder to a basis Federal Reserve Bank in support of borrowings made by such Buyer from such Federal Reserve Bank; provided, however, no such pledge shall release a Buyer from any of its obligations hereunder or substitute any such pledgee for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Pricesuch Buyer as a party hereto.

Non-Assignability. (a) If any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which by This Alloy Services Agreement shall inure to the terms benefit of this Agreement, is intended to and be included in binding on the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”)parties hereto and their respective successors and permitted assigns. Except as otherwise expressly provided herein, this Agreement shall not constitute an assignment thereofbe assigned by either party hereto without the express prior written consent of the other party, and any attempted assignment, without such consents, shall be null and void. Notwithstanding any nonassignment provisions contained in this Section 12, Buyer, or an attempted assignment thereofany permitted assignee or transferee of Buyer, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to may assign to Purchaser the Non-Assignable Assets before, at or after the Closing; provided, however, that neither Sellers nor Purchaser shall be required to make any expenditure, incur any Liability, agree to any modification to any Contract otherwise transfer some or forego or alter any all of its rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to and/or obligations hereunder (i) provide to Purchaser any entity or entities, or any assignee of such entity or entities, providing financing for the benefits transactions contemplated by this Agreement or to any entity or entities providing to Buyer, Buyer’s Affiliates, or to any such permitted assignee of any Non-Assignable Assets; Buyer, financing relating to the Business (collectively, the “Financing Sources”), (ii) cooperate to any Affiliate of Buyer, provided that (x) such Affiliate shall agree with OC and its permitted assignees or transferees, if any, in writing to assume the Buyer’s obligations hereunder and (y) any reasonable and lawful arrangement designed such assignment to provide an Affiliate of the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and Buyer shall not relieve the Buyer from its obligations hereunder or (iii) enforce for to any entity to which Buyer, or any assignee or transferee of Buyer, assigns, sells, transfers or otherwise conveys (A) all or substantially all of the account assets constituting the Business (a “Complete Assignment”) or (B) all or substantially all of Purchaser the assets constituting either the Aiken Facility, the Huntingdon Facility or the South Hill Facility (a “Partial Assignment”), provided that such acquiring entity agrees with and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset acknowledges in writing to OC and its permitted assignees or transferees, if any, that this Agreement shall be binding upon and enforceable against such party entity as though such acquiring entity were Buyer and that such entity shall perform all of Buyer’s obligations hereunder. Notwithstanding any nonassignment provisions contained in this Section 12, OC, or parties thereto; providedany permitted assignee or transferee of OC, however, that any such efforts described in clauses may assign or otherwise transfer some or all of its rights and/or obligations hereunder (i) through to any Affiliate of OC, provided that (iiix) above such Affiliate shall be made only agree with Buyer and its permitted assignees or transferees, if any, in writing to assume the consent, OC’s obligations hereunder and at the direction, of Purchaser. Without limiting the generality (y) any such assignment to an Affiliate of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is OC shall not obtained on or prior to relieve the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by OC from its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, hereunder or (ii) to any entity to which OC, or any assignee or transferee of Buyer, assigns, sells, transfers or otherwise conveys any portion of its business which owns, licenses, or uses Business Patents or Business Know How (as each is defined in the License Agreement), provided that such acquiring entity agrees with and acknowledges in writing to Buyer and its permitted assignees or transferees, if any, that this Agreement shall be binding upon and enforceable against such entity as though such acquiring entity were OC and that such entity shall perform at Purchaserall of OC’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice thereforobligations hereunder. To the extent that Purchaser is provided the benefits assignment and/or transfer of any Non-Assignable Asset pursuant of the rights, privileges, and/or obligations is permitted, this Agreement shall be binding on, and except as otherwise expressly provided, shall inure to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubtbenefit of, the inability legal successors, assigns, or representatives of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms parties. For purposes of this Agreement is intended to be included Section 12, capitalized terms used herein without definition, are used as defined in the Purchased Assets LLC Interest and Sale Purchase Agreement dated as of September 30, 1998 by and between OC and Glass Holdings, Inc., as amended from time to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Pricetime.

Non-Assignability. (a) If any Contract, Transferred Equity Interest (or any interest therein), Permit or other asset, which The provisions of Paragraph 15 of the Agreement are hereby modified and superseded in their respective entireties by the terms following provisions of this Agreement, is intended to be included in the Purchased Assets is determined not capable of being assigned or transferred (whether pursuant to Sections 363 or 365 Section 17: 17.1 The rights and obligations of the Bankruptcy Codeparties under the Transaction Documents and under any Transaction shall not be assigned by either party without the prior written consent of the other party; provided, that the Buyer Parties shall be permitted to assign such rights and obligations (x) to Purchaser at the Closing without the consent of another party theretoSeller in the case of an assignment by a Buyer Party to (i) any Approved Assignee which is a direct or indirect subsidiary of Bank of America Corporation, (ii) any Approved Assignee which is a financial institution (it being understood that for the issuer thereof purposes of this Section 17.1, any insurance company, bank, mutual fund or other similar entity shall be deemed a financial institution hereunder) and (iii) any third party other Approved Assignee during the continuance of a Specified Event of Default, in each case with written notification to Seller within a reasonable time thereafter and (including a Governmental Authorityy) with the consent of Seller (“Non-Assignable Assets”which shall not be unreasonably withheld), this Agreement shall not constitute in the case of an assignment thereof, or an attempted assignment thereof, unless and until by a Buyer Party to any Approved Assignee which is a non-financial institution engaged in the business of purchasing B notes and/or mezzanine loans. In the event of any such consent is obtained. Subject assignment by a Buyer Party, such Buyer Party shall cause its assignee to Section 6.3, Sellers execute and deliver to Seller such documents as Seller shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents consider reasonably necessary to assign effect fully such assignment and/or to Purchaser confirm the Non-Assignable Assets before, at status of such assignee as an Approved Assignee. 17.2 The Buyer Parties shall be entitled to issue one or after more participation interests with respect to any or all of the ClosingTransactions with written notification to Seller within a reasonable time thereafter; provided, however, that neither Sellers nor Purchaser (i) such participation interests may not represent in the aggregate more than 75% of the aggregate Repurchase Price of all Transactions, (ii) the Buyer Agent shall be required to make act as exclusive agent for all participants in any expenditure, incur any Liability, agree to any modification to any Contract or forego or alter any rights dealings with Seller in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellersall Transactions, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable and lawful arrangement designed to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce Seller shall not be obligated to deal directly with any party other than the Buyer Agent in connection with any Transactions, or to pay or reimburse the Buyer Agent or any other Person for any fees, costs, expenses or other amounts that would not have been incurred had no participation interests in the related Transactions been issued, (iv) the Buyer Agent shall maintain unilateral control over all discretionary determinations to be made by it hereunder, including without limitation, determinations as to eligibility and purchase of Eligible Loans and Eligible Securities, the Market Value thereof, the granting of waivers of noncompliance with the terms of the Transaction Documents, the granting of extensions of the Termination Date and/or increases in the Facility Amount and the exercise of rights and remedies upon the occurrence and during the continuation of an Event of Default and (v) at any time prior to the occurrence and continuance of a Specified Event of Default, no Buyer Party shall sell (unless consented to by the Seller (such consent not to be unreasonably withheld)), any participation to any non-financial institutions engaged in the business of purchasing B notes and/or mezzanine loans (it being understood that for the account purposes of Purchaser and at the cost of Purchaser this Section 17.2, any rights of Sellers arising from any Non-Assignable Asset against such party insurance company, bank or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above mutual fund shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of deemed a financial institution hereunder). 17.3 Subject to the foregoing, with respect the Transaction Documents and any Transactions shall be binding upon and shall inure to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtained. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof parties and their respective successors and assigns. Nothing in the Transaction Documents, express or implied, shall give to any Person, other than the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required hereinTransaction Documents and their respective successors, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (benefit or any other interest therein)legal or equitable right, Permit power, remedy or other asset, which by claim under the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase PriceTransaction Documents.

Non-Assignability. (a) If No Seller Party may assign any Contract, Transferred Equity Interest (of its rights or obligations under this Agreement or any interest thereinother Transaction Document without the prior written consent of Purchaser (which may be granted or withheld in Purchaser’s sole and absolute discretion) and any attempt by any Seller Party to assign any of its rights or obligations under this Agreement or any other Transaction Document without the prior written consent of Purchaser shall be null and void. (b) Purchaser may, without the consent of any Seller Party, at any time and from time to time, assign or participate some or all of its rights and obligations under the Transaction Documents and/or under any Transaction to any Person (each, a “Transferee”); provided, Permit that, so long as no Event of Default shall have occurred and be continuing at the time of such assignment or participation, unless any Seller otherwise consents in writing, (i) Purchaser shall notify Sellers in writing of such assignment or participation on or before the date of such assignment or participation, (ii) the related Transferee shall be an Eligible Assignee and shall not be a Prohibited Transferee, (iii) Purchaser or an Affiliate of Purchaser shall continue to (A) control decision-making with respect to the Purchased Asset, (B) determine whether to purchase any Eligible Asset in a Transaction and (C) determine the Market Value of the Purchased Asset and (iv) no Seller will be obligated to deal directly with any party with respect to the Transaction Documents and the Transactions other assetthan Purchaser or an Affiliate of Purchaser. (c) Purchaser, acting solely for this purpose as a non-fiduciary agent of Sellers, shall maintain a register (the “Register”) at one of its offices in the United States, on which by it will record the name and address of itself, each Transferee, and their respective successors, the principal amounts (and stated interest) owing to each such Person pursuant to the terms of this Agreement, is intended and any other information necessary to be included maintain the Transactions “in registered form” within the meaning of Treasury regulations section 5f.103‑1(c). The entries in the Purchased Assets Register shall be conclusive absent manifest error, and each Seller, Purchaser, each Transferee, and their respective successors shall treat each Person whose name is determined not capable of being assigned or transferred (whether recorded in the Register pursuant to Sections 363 the terms hereof as a Purchaser or 365 Transferee (as applicable) hereunder for all purposes of the Bankruptcy Code) to Purchaser at the Closing without the consent of another party thereto, the issuer thereof or any third party (including a Governmental Authority) (“Non-Assignable Assets”), this Agreement shall not constitute an assignment thereof, or an attempted assignment thereof, unless and until any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or after the ClosingAgreement; provided, howeverthat the failure to make a recordation in the Register, that neither Sellers nor Purchaser or any error in such recordation, shall not affect any Seller’s rights or obligations under this Agreement. The Register shall be required to make available for inspection by any expenditureSeller and any Transferee, incur any Liability, agree to any modification to any Contract or forego or alter any rights in connection with such efforts. (b) To the extent that the consents referred to in Section 2.4(a) are not obtained by Sellers, except as otherwise provided in the Ancillary Documents to which one or more Sellers is a party, Sellers’ sole responsibility with respect to such Non-Assignable Assets shall be to use reasonable best effortsand their respective successors, at no cost to Sellers, to (i) provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any reasonable time and lawful arrangement designed from time to provide the benefits of any Non-Assignable Assets to Purchaser without incurring any financial obligation to Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any rights of Sellers arising from any Non-Assignable Asset against such party or parties thereto; provided, however, that any such efforts described in clauses (i) through (iii) above shall be made only with the consent, and at the direction, of Purchaser. Without limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is a Contract of Leased Real Property for which a consent is not obtained on or time upon reasonable prior to the Closing Date, Purchaser shall enter into a sublease containing the same terms and conditions as such lease (unless such lease by its terms prohibits such subleasing arrangement), and entry into and compliance with such sublease shall satisfy the obligations of the Parties under this Section 2.4(b) until such consent is obtainednotice. (c) If Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller, for the benefit of the issuer thereof or the other party or parties thereto, the obligations (including payment obligations) of the applicable Seller thereunder or in connection therewith arising from and after the Closing Date and if Purchaser fails to perform to the extent required herein, Sellers, without waiving any rights or remedies that they may have under this Agreement or applicable Laws, may (i) suspend their performance under Section 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of such performance immediately upon receipt of an invoice therefor. To the extent that Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section 2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Liabilities relating to such Non-Assignable Asset and arising from and after the Closing Date (other than such Damages that have resulted from the gross negligence or willful misconduct of Sellers). (d) For the avoidance of doubt, the inability of any Contract, Transferred Equity Interest (or any other interest therein), Permit or other asset, which by the terms of this Agreement is intended to be included in the Purchased Assets to be assigned or transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any adjustment to the Purchase Price.