Common use of Restrictions on Assignments Clause in Contracts

Restrictions on Assignments. (a) No Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreement.

Restrictions on Assignments. (a) No Except as provided in Section 8.1(a), no Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Agent. The Purchaser may not assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties hereunder as expressly indicated herein) or the Asset Interest (or any portion thereof) to an Affiliate, such as payroll, financial reporting, tax and any Person without the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership prior written consent of the Asset Interest) Seller, which consent shall not be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)unreasonably withheld; provided, however, that that (i) each such assignment shall be the Purchaser may assign all of a constant, and not a varying, percentage of all its rights and obligations under interests in the Transaction Documents, together with all its interest in the Asset Interest, to any Liquidity Bank, Wachovia, or any Affiliate thereof, or to any "bankruptcy remote" special purpose entity, the business of which is administered by Wachovia or any Affiliate thereof (which assignee shall then be subject to this Agreement, Article XII); (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to the Collateral Agent, to secure such the Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such the Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest (and any subsequent assignment by the Collateral Agent) shall not be considered an “"assignment” " for purposes of Section 12.1(b) or, prior to the enforcement of such security interest, for purposes of any other provision of this AgreementAgreement (other than Section 12.3); and (iii) the Master Servicer may delegate its duties provided herein to any Originator who agrees to act as a Servicer hereunder and assumes in writing the obligations of the Master Servicer hereunder with respect to that portion of the Pool Receivables originated by such Originator. Notwithstanding any delegation pursuant to this clause (iii), the Master Servicer shall remain responsible for all of its obligations hereunder. (b) The Seller agrees to advise the Agent within five Business Days after notice to the Seller of any proposed assignment by the Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under subsection (a), of the Seller's consent or non-consent to such assignment, and if it does not consent, the reasons therefor. If the Seller does not consent to such assignment, the Purchaser may immediately or at any time thereafter assign such Asset Interest (or portion thereof) to any Person or Persons permitted under clause (i) of Section 12.1(a).

Restrictions on Assignments. (a) No Seller Party may The Borrower shall not assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement)Lender. Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein The Lender may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf ordinary course of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential its business and in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may applicable law, assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement, under any Loan pursuant to this Agreement (includingor under the other Facility Documents, without limitationto any of its Affiliates or Subsidiaries and, all with the prior written consent of the Borrower, any bank or a portion of any Asset Interest therein owned by it)other entity; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreementis approved by the Applicable Agency, (ii) the amount being assigned pursuant to each Borrower, the Applicable Agency and the related assignee enter into an acknowledgement agreement in which the Applicable Agency acknowledges the related security interest of such assignment (determined as of assignee in the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such timeServicing Rights, (iii) with respect to any assignment to any of its Affiliates or Subsidiaries, the parties to each Lender shall provide the Borrower with notice of such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) with respect to any assignment to a bank or other entity other than to an Affiliate or Subsidiary of Lender, Lender shall provide the extent applicable, concurrently Borrower with notice of such assignment, such assignor Liquidity Bank assignment and Borrower shall assign incur no greater liability to such assignee Liquidity Bank bank or other Eligible Assignee an equal percentage entity than the liability of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time Borrower to Lender provided hereunder. The foregoing shall not limit Lender’s ability to pledge or grant assign a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank Lender pursuant to a Federal Reserve Bank, without notice Section 9.04(b). This Agreement shall be binding upon and inure to or consent the benefit of the Seller or any Agent; provided that no such pledge or grant of a security interest parties hereto and their respective successors and permitted assigns. Each Participant (as defined below) and each Lender assignee shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as be subject to the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights requirements set forth in the Transaction Documentsconfidentiality agreement in the form of Exhibit E attached hereto. Notwithstanding anything herein to the contrary, together with all following the occurrence and during the continuance of an Event of Default, Lender shall be entitled to assign its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under this Agreement or in connection with issue one or more participation interests to any Person without the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations consent of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this AgreementBorrower.

Restrictions on Assignments. (a) No Seller Party Neither the Borrower nor the Lender may assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents Agent and the Insurer (except a Seller Party may delegate certain administrative duties which consent, in the case of the Insurer with respect to an Affiliateassignment by the Lender, such as payrollshall not be unreasonably withheld), financial reporting, tax and the likeLender may not assign all or any portion of the Commitment or the Loans without the prior written consent of the Borrower and the Insurer (which consent, so long as in any case shall not be unreasonably withheld); provided that (x) such Seller Party remains liable for performance consent of the Borrower shall not be required following an Event of Default and (y) such consent of the Insurer shall not be required during an Insurer Default Period (it being understood and agreed, however, that assignment of the Lender's rights under the Surety Bond requires such consent even during such period). A Person shall be deemed to be acting reasonably in withholding any such consent if such Person reasonably determines that the assignment by another party would, or could reasonably be expected to, (i) subject such Person or its affiliates to additional, different or increased regulations, taxes or other costs or other adverse legal, regulatory or tax consequences or (ii) otherwise increase the obligations of such duties)Person under any Transaction Document. (b) This Agreement The Borrower agrees to advise the Agent and the Purchasers’ rights and obligations herein (including ownership Insurer within five Business Days after notice to the Borrower of any proposed assignment by the Lenders of the Asset Interest) Commitment or the Loans (or any portion thereof), not otherwise permitted under subsection (a), of the Borrower's consent or non-consent to such assignment; provided that if the Borrower shall fail to so advise the Agent and the Insurer, the Borrower shall be assignable by the Purchasers and their successors and assigns deemed to any Eligible Assignee (including, without limitation, pursuant have given its written consent to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank The Lender may at any time pledge or grant assign a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank Lender, including any such pledge or assignment to a Federal Reserve Bank, without notice and this Section shall not apply to any such pledge or consent assignment of the Seller or any Agenta security interest; provided that no such pledge or grant assignment of a security interest shall release a Liquidity Bank the Lender from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee assignee for such Liquidity Bank the Lender as a party hereto hereto. This Section 13.01(c) shall not apply to any rights of the Lender under the Surety Bond, which may only be pledged or to such Liquidity Agreement, as the case may be; and assigned in any manner (iiincluding grants of security interests therein) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection accordance with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations provisions of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this AgreementSection 10(a) thereof.

Restrictions on Assignments. (a) No Seller Party may The Borrower shall not assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement)Lender. Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein The Lender may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf ordinary course of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential its business and in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may applicable law, assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement, under any Loan pursuant to this Agreement (includingor under the other Facility Documents, without limitationto any of its Affiliates or Subsidiaries and, all with the prior written consent of the Borrower, any bank or a portion of any Asset Interest therein owned by it)other entity; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreementis approved by the Applicable Agency, (ii) the amount being assigned pursuant to each Borrower, the Applicable Agency and the related assignee enter into an acknowledgement agreement in which the Applicable Agency acknowledges the related security interest of such assignment assignee in the Servicing Contracts (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less other than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such timeFreddie Mac Servicing Contract), (iii) with respect to any assignment to any of its Affiliates or Subsidiaries, the parties to each Lender shall provide the Borrower with notice of such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) with respect to any assignment to a bank or other entity other than to an Affiliate or Subsidiary of Lender, Lender shall provide the extent applicable, concurrently Borrower with notice of such assignment, such assignor Liquidity Bank assignment and Borrower shall assign incur no greater liability to such assignee Liquidity Bank bank or other Eligible Assignee an equal percentage entity than the liability of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time Borrower to Lender provided hereunder. The foregoing shall not limit Lender’s ability to pledge or grant assign a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank Lender pursuant to a Federal Reserve Bank, without notice Section 9.04(b). This foregoing shall not limit Lender’s ability to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all or any portion of its rights under this Agreement to secure obligations of Lender pursuant to this Section 9.01. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Each Participant (as defined below) and each Lender assignee shall be subject to the requirements set forth in the Transaction Documentsconfidentiality agreement in the form of Exhibit E attached hereto. Notwithstanding anything herein to the contrary, together with all following the occurrence and during the continuance of an Event of Default, Lender shall be entitled to assign its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under this Agreement or in connection with issue one or more participation interests to any Person without the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations consent of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this AgreementBorrower.

Restrictions on Assignments. (a) No Seller Party Neither Borrower nor Servicer may assign its rights, or delegate its duties hereunder or any interest herein herein, without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax Administrative Agent and the likeLiquidity Agent. Lender may not assign its rights hereunder or its Commitment, so long as such Seller Party remains liable for performance the Note or the Certificates to any Person without the prior written consent of such duties).Borrower, which shall not be unreasonably withheld; PROVIDED, HOWEVER, that (bi) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest Lender may assign all or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion part of its rights and obligations under this Agreement (includinginterests in the Transaction Documents, without limitation, together with all or a portion any part of its interest in the Assets Pool, to the Liquidity Agent, to any Asset Interest therein owned Liquidity Provider, or to any "bankruptcy remote" or commercial paper special purpose entity the business of which is administered by it)the Administrative Agent or the Liquidity Agent; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, and (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser Lender may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset InterestAssets Pool, to its collateral agent, to secure such Purchaser’s Lender's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser Lender incurred in connection with the funding of the Purchases Borrowings and Reinvestments Certificates hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of this SECTION 11.01 or, prior to the enforcement of such security interest, for purposes of any other provision of this Agreement. (b) Borrower agrees to advise the Administrative Agent within five (5) Business Days after notice to Borrower of any proposed assignment by Lender not otherwise permitted under SUBSECTION (a) of Borrower's consent or non-consent to such assignment and if it does not consent with respect to an assignment, the reasons therefor. If Borrower does not consent to such assignment by Lender, Lender may immediately assign its Commitment, the Certificates and the Note (or any portion thereof) to the Liquidity Agent and the Liquidity Provider. All of the aforementioned assignments shall be upon such terms and conditions as the Lender and the assignee may mutually agree.

Restrictions on Assignments. (a) No Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). . No Purchaser may assign its rights hereunder (balthough it may delegate its duties hereunder as expressly indicated herein) This Agreement and or the Purchasers’ rights and obligations herein (including ownership portion of the Asset Interest) shall be assignable Interest funded by the Purchasers and their successors and assigns related Purchaser Group (or any portion thereof) to any Eligible Assignee (includingPerson without the prior written consent of the Seller, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein which consent shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)not be unreasonably withheld; provided, however, that that (i) each such assignment shall be of a constant, and not a varying, percentage of Any Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under interests in the Transaction Documents, together with all its interest in the Asset Interest, to any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1Bank, (i) any Liquidity Bank may at any time pledge or grant a security interest in all Wachovia, Scotiabank or any portion Affiliate thereof, or to any "bankruptcy remote" special purpose entity, the business of its rights (includingwhich is administered by Wachovia, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller Scotiabank or any AgentAffiliate thereof (which assignee shall then be subject to this Article XII); provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and and (ii) each Each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of Section 12.1(b) or, prior to the enforcement of such security interest, for purposes of any other provision of this AgreementAgreement (other than Section 12.3). (b) The Seller agrees to advise the Agents within five (5) Business Days after notice to the Seller of any proposed assignment by any Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under subsection (a), of the Seller's consent or non-consent to such assignment, and if it does not consent, the reasons therefor. If Seller does not consent to such assignment, each Purchaser may immediately or at any time thereafter assign such Asset Interest (or portion thereof) to any Person or Persons permitted under clause (i) of Section 12.1(a).

Restrictions on Assignments. (a) No None of SCI, Seller Party or Guarantor may assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents each Bank Purchaser, and no Purchaser may assign its rights or obligations hereunder or its Purchaser's Interest (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (bor portion thereof) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (includingPerson without the prior written consent of Seller, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein which consent shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)not be unreasonably withheld; provided, however, that without any such consent 48 (i) each such assignment shall be of a constantAny Purchaser may assign, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all in, its Purchaser's Interest (or any portion of its rights (including, without limitation, rights thereof) to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder Related Bank Purchasers (or under such Liquidity Agreementany successor of any thereof by merger, as the case may beconsolidation or otherwise), any other commercial paper conduit administered by its Related Administrator or any Affiliate thereof, or substitute any such pledgee of its Program Support Providers (which may then assign the Purchaser's Interest (or grantee for such Liquidity Bank as a party hereto portion thereof) so assigned or any interest therein to such Liquidity Agreement, party or parties as the case it may bechoose); and and (ii) each Any Conduit Purchaser may assign and grant a security interest in all of any interest in, to and under its rights Purchaser's Interest, this Agreement and the other Agreement Documents to any collateral trustee for its commercial paper program, and any successor in the Transaction Documents, together with all of its rights and interest in the Asset Interestsuch capacity, to secure such Purchaser’s 's obligations under or in connection with the its Commercial Paper Notes, the related Liquidity any of its Program Support Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments by it hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of Section 12.01(b), Section 12.03 or 12.04 or, prior to the enforcement of such security interest, for purposes of any other provision of this Agreement. (b) Seller agrees to advise the requesting Purchaser within five (5) Business Days after receipt by Seller of written notice of any proposed assignment by such Purchaser of its Purchaser's Interest (or portion thereof), not otherwise permitted under subsection (a), of Seller's consent or non-consent to such assignment. If Seller does not consent to such assignment, such Purchaser may immediately assign its Purchaser's Interest (or portion thereof) to any of its Related Bank Purchasers or Program Support Providers or any Affiliate thereof. All of the aforementioned assignments shall be upon such terms and conditions as the related Purchaser and the assignee may mutually agree.

Restrictions on Assignments. (a) No Seller Party Neither Borrower nor Master Servicer may delegate any of its duties, or assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Administrator and Lender. Lender may not assign its rights hereunder, any Loan or Lender Note (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (bor any portion thereof) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, Person without limitation, pursuant to a Liquidity Agreement). Each assignor the prior written consent of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)Borrower; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement.that: (da) Notwithstanding any other provision of this Section 12.1Lender may assign, (i) any Liquidity Bank may at any time pledge or grant a security interest in in, all or any portion of its rights (includingthe Loans and Lender Note to Credit Bank, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations Bank (or any successor of such any thereof by merger, consolidation or otherwise), any Affiliate of Credit Bank or any Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with a draw under the Commercial Paper NotesLiquidity Agreement or a Credit Advance (which may then assign all or any portion thereof so assigned or any interest therein to such party or parties as it may choose); and (b) Lender may assign any Loan to any other Person proposed by Lender and consented to by Borrower (such consent not to be unreasonably withheld). Administrator shall promptly provide notice of any such assignment to each Rating Agency. Within five Business Days after notice to Borrower of any proposed assignment by Lender for which Borrower's consent is required, Borrower agrees to advise Administrator of its consent or non-consent thereto. If Borrower does not consent to such assignment Lender may immediately assign the related Loan (or portion thereof) that was subject to such proposal to Bank, any Liquidity AgreementBank or any Affiliate of Bank or any Liquidity Bank. Subject to Section 13.2, and certain other obligations of such Purchaser incurred in connection with the funding all of the Purchases aforementioned assignments shall be upon such terms and Reinvestments hereunder, which assignment conditions as Lender and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreementassignee may mutually agree.

Restrictions on Assignments. (a) No None of SCI, Seller Party or Guarantor may assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents each Bank Purchaser, and no Purchaser may assign its rights or obligations hereunder or its Purchaser's Interest (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (bor portion thereof) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (includingPerson without the prior written consent of Seller, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein which consent shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)not be unreasonably withheld; provided, however, that without any such consent (i) each such assignment shall be of a constantAny Purchaser may assign, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all in, its Purchaser's Interest (or any portion of its rights (including, without limitation, rights thereof) to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder Related Bank Purchasers (or under such Liquidity Agreementany successor of any thereof by merger, as the case may beconsolidation or otherwise), any other commercial paper conduit administered by its Related Administrator or any Affiliate thereof, or substitute any such pledgee of its Program Support Providers (which may then assign the Purchaser's Interest (or grantee for such Liquidity Bank as a party hereto portion thereof) so assigned or any interest therein to such Liquidity Agreement, party or parties as the case it may bechoose); and and (ii) each Any Conduit Purchaser may assign and grant a security interest in all of any interest in, to and under its rights Purchaser's Interest, this Agreement and the other Agreement Documents to any collateral trustee for its commercial paper program, and any successor in the Transaction Documents, together with all of its rights and interest in the Asset Interestsuch capacity, to secure such Purchaser’s 's obligations under or in connection with the its Commercial Paper Notes, the related Liquidity any of its Program Support Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments by it hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of Section 12.01(b), Section 12.03 or 12.04 or, prior to the enforcement of such security interest, for purposes of any other provision of this Agreement. (b) Seller agrees to advise the requesting Purchaser within five (5) Business Days after receipt by Seller of written notice of any proposed assignment by such Purchaser of its Purchaser's Interest (or portion thereof), not otherwise permitted under subsection (a), of Seller's consent or non-consent to such assignment. If Seller does not consent to such assignment, such Purchaser may immediately assign its Purchaser's Interest (or portion thereof) to any of its Related Bank Purchasers or Program Support Providers or any Affiliate thereof. All of the aforementioned assignments shall be upon such terms and conditions as the related Purchaser and the assignee may mutually agree.

Restrictions on Assignments. (a) No Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Administrative Agent. The Purchaser may not assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties hereunder as expressly indicated herein) or the Asset Interest (or any portion thereof) to an Affiliateany Person without the prior written consent of the Seller, such as payrollwhich consent shall not be unreasonably withheld; PROVIDED, financial reportingHOWEVER, tax and the like, so long as such Seller Party remains liable for performance of such duties).that (bi) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the The Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under interests in the Transaction Documents, together with all its interest in the Asset Interest, to any Liquidity Bank, Wachovia, or any Affiliate thereof, or to any "bankruptcy remote" special purpose entity, the business of which is administered by Wachovia or any Affiliate thereof (which assignee shall then be subject to this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by itARTICLE XII); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, and (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each The Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such the Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such the Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of SECTION 12.1(b) or, prior to the enforcement of such security interest, for purposes of any other provision of this AgreementAgreement (other than SECTION 12.3). (b) The Seller agrees to advise the Administrative Agent within five Business Days after notice to the Seller of any proposed assignment by the Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under SUBSECTION (a) above, of the Seller's consent or non-consent to such assignment, and if it does not consent, the reasons therefor. If the Seller does not consent to such assignment, the Purchaser may immediately or at any time thereafter assign such Asset Interest (or portion thereof) to any Person or Persons permitted under SECTION 12.1(a)(i).

Restrictions on Assignments. (a) No Seller Party None of Seller, KBK or XXX, individually or as the Relationship Bank (except, in the case of the Relationship Bank, as otherwise agreed among the parties hereto), may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Administrator. Purchaser may not assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties hereunder as expressly indicated herein) or the Asset Interest (or any portion thereof) to an Affiliateany Person without the prior written consent of Seller, such as payrollwhich consent shall not be unreasonably withheld; PROVIDED, financial reportingHOWEVER, tax and the like, so long as such Seller Party remains liable for performance of such duties).that (bi) This Agreement and the Purchasers’ Purchaser may assign all (but not part) of its rights and obligations herein interests in the Transaction Documents, together with all (including ownership but not part) of its interest in the Asset Interest) shall be assignable by , to XXX Capital, the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest Liquidity Banks or XXX, or any interest therein mayAffiliate of either of them, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank "bankruptcy remote" special purpose entity the business of which is administered by XXX Capital or any Affiliate of State Street Capital; and (ii) Purchaser may assign all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any the Asset Interest therein owned by it); provided, however, that (i) each such assignment shall be of a constantto the Liquidity Banks in connection with any Liquidity Funding, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to the Collateral Agent, to secure such Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, the Credit Agreement and any letter of credit issued thereunder, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and assignments and/or grant of a security interest (and any subsequent assignment by the Collateral Agent) shall not be considered an “"assignment” " for purposes of SECTION 12.01(B) or, prior to the enforcement of such security interest, for purposes of any other provision of this AgreementAgreement (other than SECTION 12.03). (b) Seller agrees to advise the Administrator within five Business Days after notice to Seller of any proposed assignment by Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under SUBSECTION (A), of Seller's consent or non-consent to such assignment, and if it does not consent, the reasons therefor. If Seller does not consent to such assignment, Purchaser may immediately or at any time thereafter assign such Asset Interest (or portion thereof) to any Person or Persons permitted under CLAUSE (I) of SECTION 12.01(A).

Restrictions on Assignments. (a) No Seller Except to the extent permitted by the Transaction Documents, no Loan Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of each of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliateand, such as payrollin the case of Blue Ridge, financial reporting, tax and satisfaction of the like, so long as such Seller Party remains liable for performance of such duties)Rating Agency Condition. (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership Each of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to Conduits may, at any Eligible Assignee (includingtime, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest assign all or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller portion of any such assignment. Each assignor of a Asset Interest its Loans, or any interest therein maysell participations therein, in connection with any such assignment, disclose to (i) its Constituent Liquidity Banks or the assignee Enhancement Providers or potential assignee any information relating BTM Trust Company (or to any Seller Party its Co-Agent for the ratable benefit of its Constituent Liquidity Banks) or any Originator, furnished to such assignor (ii) another multi-seller commercial paper conduit administered by or on behalf of such Seller Party or by any Agent; provided that, prior to any either Co-Agent which has at least the disclosure of any Seller Information, same credit rating as the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereofassigning Conduit. (c) Each In addition to, and not in limitation of, assignments and participations described in Section 12.1(b): (i) in the event that any of the Blue Ridge Liquidity Banks becomes a Downgraded Liquidity Bank, such Downgraded Liquidity Bank shall give prompt written notice of its Downgrading Event to the applicable Co-Agent and Borrower. Within 30 calendar days after Borrower's receipt of such notice, Borrower may assign to any propose an Eligible Assignee or who is willing to any other accept an assignment of, and to assume, such Downgraded Liquidity Bank all or a portion of its Bank's rights and obligations under this Agreement and under the applicable Liquidity Agreement. In the event that Borrower fails to propose such an Eligible Assignee within such 30 calendar days period, or such Eligible Assignee does not execute and deliver assignment and assumption documents reasonably acceptable to such Downgraded Liquidity Bank and the applicable Co-Agent and pay the Downgraded Liquidity Bank's Obligations in full, in each case, not later than 5:00 p.m. (includingNew York City time) on the 10th Business Day following Borrower's receipt of notice of such Downgrading Event, the applicable Co-Agent may identify an Eligible Assignee without limitationBorrower's consent, and the Downgraded Liquidity Bank shall promptly assign its rights and obligations to the Eligible Assignee designated by such Co-Agent against payment in full of its Obligations; (ii) each of the Lenders may assign all or a any portion of its Loans and, if applicable, its Commitment and Liquidity Commitment, to any Asset Interest therein owned by it)Eligible Assignee with the prior written consent of (A) Borrower and (B) such Lender's applicable Co-Agent, which consents shall not be unreasonably withheld or delayed; provided, however, that (i) each no such assignment consent shall be of required if such Eligible Assignee is already a constantLiquidity Bank party to this Agreement or if any Amortization Event exists and is continuing and the aggregate Liquidity Commitments, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect after giving effect to such assignment) shall in no event , would not be less than the lesser reduced solely because of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, assignment; (iii) each of the parties to each such assignment shall execute and deliver to Lenders may, without the Administrative Agent and prior written consent of Borrower or any of the Purchaser Agent in such Liquidity Bank’s Purchaser GroupAgents, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest sell participations in all or any portion of its their respective rights and obligations in, to and under the Transaction Documents and the Obligations in accordance with Sections 12.2 and 14.7. (including, without limitation, rights d) Nothing herein shall limit the ability of either Conduit to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior therein to the enforcement of program collateral agent for such security interest, for purposes of any provision of this AgreementConduit's commercial paper program.

Restrictions on Assignments. (a) No Seller Except to the extent permitted by the Transaction Documents, no Loan Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of each of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliateand, such as payrollif required by any Conduit, financial reporting, tax and satisfaction of the like, so long as such Seller Party remains liable for performance of such duties)Rating Agency Condition. (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership Each of the Asset InterestConduits may, at any time, assign all or any portion of any of its Loans, or sell participations therein, to any Lenders in its Group (or to its Co-Agent for the ratable benefit of the Lenders in its Group which are not Conduits) shall be assignable or to any of its Liquidity Providers or to any other multi-seller commercial paper conduit administered by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor same Co-Agent or one of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of its Affiliates provided such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information conduit issues commercial paper which is confidential in accordance with rated as least as high as the provisions of Section 14.7 hereofassigning Conduit’s. (c) Each Liquidity Bank In addition to, and not in limitation of, assignments and participations described in Section 12.1(b): (i) each of the Lenders may assign all or any portion of its Loans and, if applicable, its Maximum Advance Amount, to any Eligible Assignee with the prior written consent of (A) Borrower and (B) such Lender’s applicable Co-Agent, which consent shall not be unreasonably withheld or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)delayed; provided, however, that (i) each no such assignment consent shall be required if such Eligible Assignee is already a Lender party to this Agreement or an affiliate of a constant, and not a varying, percentage of all rights and obligations under this Agreement, such Lender; and (ii) the amount being assigned pursuant to each such assignment (determined as of the date Lenders may, without the prior written consent of Borrower or any of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such timeAgents, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest sell participations in all or any portion of their respective rights and obligations in, to and under the Transaction Documents and the Obligations to any bank or other financial entity (each, a “Participant”) in accordance with Sections 12.2 and 14.5. (d) Nothing herein shall limit the ability of any Conduit to grant a security interest in its rights and interests (including, without limitation, rights to payment of Earned DiscountLoans) under this Agreement to the program collateral agent for such Conduit’s Promissory Note program or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or Provider to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this AgreementConduit.

Restrictions on Assignments. (a) No Seller Party Except as set forth in Section 12.05 , neither Seller, UPAC, nor Parent, may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Agent. Purchaser may not assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties hereunder as expressly indicated herein) or the Asset Interest (or any portion thereof or interest therein) to an Affiliateany Person without the prior written consent of Seller which consent shall not be unreasonably withheld; provided , such as payrollhowever , financial reportingthat, tax and without the like, so long as such Seller Party remains liable for performance prior consent of such duties).any Person: (bi) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest Purchaser may assign all or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion part of its rights and obligations under this Agreement (includinginterests in the Transaction Documents, without limitation, all or a portion of any Asset Interest therein owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement together with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (includinginterest in the Asset Interest, without limitation, rights to payment any "bankruptcy remote" special purpose entity the business of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations which is administered by Bank of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller Boston or any AgentAffiliate; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to the Collateral Agent to secure such Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, Notes and the related Liquidity Agreement, Agreement and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest (and any subsequent assignment by the Collateral Agent) shall not be considered an “"assignment” " for purposes of Section 12.01 or, prior to the enforcement of such security interest, for purposes of any other provision of this Agreement. (b) Seller agrees to advise the Agent within five Business Days after notice to Seller of any proposed assignment by Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under subsection (a) , of Seller's consent or non-consent to such assignment and if it does not consent, the reasons therefor. If Seller does not consent to such assignment, Purchaser may. immediately assign such Asset Interest (or portion thereof) to Bank of Boston or any Affiliate of Bank of Boston. All of the aforementioned assignments shall be upon such terms and conditions as Purchaser and the assignee may mutually agree.

Restrictions on Assignments. (ai) No Seller Party Borrower may not transfer or assign any of its rightsrights or interests hereunder or under any other Transaction Document to a Person (a “Transferee”), or delegate any of its duties hereunder or under any other Transaction Document, and (ii) no transfer shall be made of either the direct or indirect interest herein in Borrower to a Transferee ((i) and (ii) collectively referred to as a “Transfer”) without the prior written consent of the Agents Administrative Agent and each Lender, provided, that, notwithstanding the foregoing, the Administrative Agent and each Lender shall not unreasonably withhold consent to a Transfer provided that each of the following conditions are satisfied: (except a Seller Party may delegate certain administrative duties i) immediately prior to an Affiliatethe Transfer, such as payrolldelegation and assumption, financial reportingand after giving effect thereto, tax no Default or Event of Default shall have occurred and be continuing, (ii) Borrower shall have (y) delivered written notice to the like, so long as such Seller Party remains liable for performance Administrative Agent and each Lender of the terms of such duties)prospective Transfer not less than sixty (60) days nor more than ninety (90) days before the date on which such Transfer is scheduled to close and, concurrently therewith, all such information concerning the proposed Transferee as the Administrative Agent and each Lender shall require and (z) paid to the Administrative Agent for the account of the Lenders a nonrefundable assumption fee in an amount equal to one (1) percent of the outstanding principal amount of the Term Loans and paid or reimbursed the Administrative Agent, the Collateral Agent and each Lender for all reasonable legal and other out-of-pocket costs incurred by the Administrative Agent, the Collateral Agent and each Lender in connection with the Transfer and (iii) the Administrative Agent shall have approved in its reasonable discretion all documentation relating to the Transfer. Any purported transfer, assignment or delegation in violation of this Section 12.1 shall be null and void. (b) This Agreement and Each Lender may, with the Purchasers’ rights and obligations herein (including ownership prior written consent of the Asset Interest) shall be assignable by the Purchasers Administrative Agent and, unless a Default or Event of Default has occurred and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agentis continuing, the Purchaser Agent of such assignorBorrower (Borrower’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest consent not to be unreasonably withheld, conditioned or any interest therein maydelayed), in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee one or to any more banks or other Liquidity Bank Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of the Term Loans owing to it and any Asset Interest therein owned Note held by it); provided, however, provided that (i) each such assignment shall be of a constant, and not a varying, percentage of all of the assigning Lender’s rights and obligations under this Agreement, (ii) the amount portion of the Term Loan of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the applicable Assignment and Acceptance Agreement with respect to such assignmentAcceptance) shall in no event be less than the lesser of (x) $10,000,000 or, if less, the entire amount of such Term Loan, and (y) shall be an integral multiple of $5,000,000 or such Liquidity BankLender’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, entire Term Loan and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Agent, for its acceptance and recording in the Purchaser Agent in such Liquidity Bank’s Purchaser GroupRegister, an Assignment and Acceptance AgreementAcceptance, together with any Note subject to such assignment and a processing and recordation fee of $2,500 (ivwhich shall be payable by the assigning Lender). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign that rights and obligations hereunder have been assigned to it pursuant to such assignee Liquidity Bank Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement and, in the case of an Assignment and Acceptance covering all or other Eligible Assignee the remaining portion of an equal percentage of its assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto (although an assigning Lender shall continue to be entitled to indemnification pursuant to Article XIII so long as any Liquidity indemnification claim is asserted within the period of any applicable statute of limitations for such claim). Notwithstanding anything contained in this Section 12.1(b) to the contrary, the consent of the Administrative Agent and the Borrower shall not be required with respect to any assignment by any Lender to another Lender or an Affiliate of a Lender. Notwithstanding anything to the contrary herein, no hypothecation or pledge by any Lender of its interest hereunder shall require the consent of any other Person. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statement, warranty or representation made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any other Loan Party or the performance or observance by the Borrower or any other Loan Party of any of its obligations under this Agreement, the other Transaction Documents or any instrument or document furnished pursuant hereto or thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, the assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Notwithstanding any other provision The Administrative Agent shall maintain at its address referred to in Section 15.3 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the principal amount of the Term Loan owing by the Borrower to, each Lender from time to time (the “Register”). The entries in the Register shall be rebuttably presumptive evidence of the matters set forth therein, absent manifest error, provided that the Borrower, the Administrative Agent and the Lenders may conclusively treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, together with any Note subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit E and approved in accordance with Section 12.112.1(b), (i) any Liquidity Bank accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower and the other Lenders. Within five (5) Business Days after its receipt of such notice, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent, in exchange for the surrendered Note issued by the Borrower, a new Note to the order of the applicable assignee in an amount equal to the outstanding principal amount of the Term Loan assumed by such assignee pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a portion of its Term Loan, a new Note to the order of the assigning Lender in an amount equal to the outstanding principal amount of such assigning Lender’s Term Loan after giving effect to such assignment. Each such new Note or Notes shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit B. (f) Each Lender may at any time pledge sell participations to one or grant more banks or other Persons (each, a security interest “Participant”) in or to all or any a portion of its rights (including, without limitation, rights to payment of Earned Discount) and/or obligations under this Agreement (including all or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent portion of the Seller or Term Loan owing to it and any AgentNote held by it); provided that no (i) such pledge or grant of a security interest Lender’s obligations under this Agreement shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreementremain unchanged, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Administrative Agent and grant a security interest in all of its rights in the Transaction Documents, together other Lenders shall continue to deal solely and directly with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or Lender in connection with such Lender’s rights and obligations under this Agreement and (v) such Lender shall retain the Commercial Paper Notessole right to approve, without the related Liquidity Agreementconsent of any Participant, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunderany amendment, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes modification or waiver of any provision of this AgreementAgreement or any Note held by such Lender, other than any such amendment, modification or waiver with respect to any Term Loan in which such Participant has an interest that forgives principal, interest or reduces the Interest Rate payable to such Participant, postpones any date fixed for any regularly scheduled payment of any such principal, or interest, releases any guarantor or releases any substantial portion of the Collateral other than as permitted by the Transaction Documents. (g) Subject to Section 15.14, any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 12.1(g), disclose to the assignee or participant, or proposed assignee or participant, any information relating to the Borrower, the other Loan Parties or the Collateral furnished to such Lender by or on behalf of the Borrower.

Restrictions on Assignments. (a) No Seller Party Neither Borrower nor Servicer may assign its rights, or delegate its duties hereunder or any interest herein herein, without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax Administrative Agent and the likeLiquidity Agent. Lender may not assign its rights hereunder or its Commitment, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of Note or the Asset Interest) shall be assignable by the Purchasers and their successors and assigns Certificates to any Eligible Assignee (includingPerson without the prior written consent of Borrower, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein which shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)not be unreasonably withheld; provided, however, that that (i) each such assignment shall be of a constant, and not a varying, percentage of Lender may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage any part of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1interests in the Transaction Documents, (i) any Liquidity Bank may at any time pledge or grant a security interest in together with all or any portion part of its rights (includinginterest in the Assets Pool, without limitationto the Liquidity Agent, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement Provider, or to secure obligations any "bankruptcy remote" or commercial paper special purpose entity the business of such which is administered by the Administrative Agent or the Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and and (ii) each Purchaser Lender may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset InterestAssets Pool, to its collateral agent, to secure such Purchaser’s Lender's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser Lender incurred in connection with the funding of the Purchases Borrowings and Reinvestments Certificates hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of this Section 11.01 or, prior to the enforcement of such security interest, for purposes of any other provision of this Agreement. (b) Borrower agrees to advise the Administrative Agent within five (5) Business Days after notice to Borrower of any proposed assignment by Lender not otherwise permitted under subsection (a) of Borrower's consent or non-consent to such assignment and if it does not consent with respect to an assignment, the reasons therefor. If Borrower does not consent to such assignment by Lender, Lender may immediately assign its Commitment, the Certificates and the Note (or any portion thereof) to the Liquidity Agent and the Liquidity Provider. All of the aforementioned assignments shall be upon such terms and conditions as the Lender and the assignee may mutually agree.

Restrictions on Assignments. (a) No Seller Party None of Seller, KBK or State Street Bank, individually or as the Relationship Bank (except, in the case of the Relationship Bank, as otherwise agreed among the parties hereto), may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Administrator. Purchaser may not assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties hereunder as expressly indicated herein) or the Asset Interest (or any portion thereof) to an Affiliateany Person without the prior written consent of Seller, such as payrollwhich consent shall not be unreasonably withheld; PROVIDED, financial reportingHOWEVER, tax and the like, so long as such Seller Party remains liable for performance of such duties).that (bi) This Agreement and the Purchasers’ Purchaser may assign all (but not part) of its rights and obligations herein interests in the Transaction Documents, together with all (including ownership but not part) of its interest in the Asset Interest) shall be assignable by , to State Street Capital, the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest Liquidity Banks or State Street Bank, or any interest therein mayAffiliate of either of them, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank "bankruptcy remote" special purpose entity the business of which is administered by State Street Capital or any Affiliate of State Street Capital; and (ii) Purchaser may assign all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any the Asset Interest therein owned by it); provided, however, that (i) each such assignment shall be of a constantto the Liquidity Banks in connection with any Liquidity Funding, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to the Collateral Agent, to secure such Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, the Credit Agreement and any letter of credit issued thereunder, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and assignments and/or grant of a security interest (and any subsequent assignment by the Collateral Agent) shall not be considered an “"assignment” " for purposes of SECTION 12.01(B) or, prior to the enforcement of such security interest, for purposes of any other provision of this AgreementAgreement (other than SECTION 12.03). (b) Seller agrees to advise the Administrator within five Business Days after notice to Seller of any proposed assignment by Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under SUBSECTION (A), of Seller's consent or non-consent to such assignment, and if it does not consent, the reasons therefor. If Seller does not consent to such assignment, Purchaser may immediately or at any time thereafter assign such Asset Interest (or portion thereof) to any Person or Persons permitted under CLAUSE (I) of SECTION 12.01(A).

Restrictions on Assignments. (a) No Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Administrator. Purchaser may not assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties to an Affiliate, such hereunder as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (bexpressly indicated herein) This Agreement and the Purchasers’ rights and obligations herein (including ownership of or the Asset InterestInterest (or any portion thereof) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (includingPerson without the prior written consent of Seller, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein which consent shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)not be unreasonably withheld; provided, however, that that (i) each such assignment shall be of a constant, and not a varying, percentage of Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights interests in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under PNC Bank or any Affiliate thereof, or to any "bankruptcy remote" special purpose entity, the business of which is administered by PNC Bank or any Affiliate thereof (which assignee shall then be subject to this Article XII); and (ii) Purchaser may assign and/or grant a security interest in connection all or a portion of its interest in the Asset Interest to the Liquidity Agent and/or the Liquidity Banks in accordance with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and and/or grant of a security interest (and any subsequent assignment by the Liquidity Agent or a Liquidity Bank) shall not be considered an “"assignment” " for purposes of Section 12.01(b) or, prior to the enforcement of such security interest, for purposes of any other provision of this AgreementAgreement (other than Section 12.03). (b) Seller agrees to advise the Administrator within five Business Days after notice to Seller of any proposed assignment by Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under subsection (a), of Seller's consent or non-consent to such assignment, and if it does not consent, the reasons therefor. If Seller does not consent to such assignment, Purchaser may immediately or at any time thereafter assign such Asset Interest (or portion thereof) to any Person or Persons permitted under clause (i) of Section 12.01(a).

Restrictions on Assignments. (a) No Neither Seller Party nor Parent may assign its rights, or delegate its duties duties, hereunder or any interest herein without the prior written consent of the Agents each Agent. No Conduit Purchaser may assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties to an Affiliate, such hereunder as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (bexpressly indicated herein) This Agreement and the Purchasers’ rights and obligations herein (including ownership of or the Asset InterestInterest (or any portion thereof) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (includingPerson without the prior written consent of Seller, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein which consent shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)not be unreasonably withheld; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of Conduit Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights interests in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure (i) its Agent or any Affiliate thereof, or (ii) to any "bankruptcy remote" special purpose entity the business of which is administered by its Agent or any Affiliate thereof, so long as such Purchaser’s entity has the ability to issue commercial paper notes, or to cause the issuance of commercial paper notes, to fund the Asset Interest or (iii) to any of its Program Support Providers. If a Conduit Purchaser notifies Seller and Parent that it has decided to assign its rights and delegate its duties hereunder to one or more Program Support Providers (or an agent therefor), Seller and Parent agree to enter into such amendments hereto and to the other Transaction Documents as its Agent may reasonably request to reflect such assignment and delegation. No Committed Purchaser may assign its rights or obligations under or in connection hereunder to any Person without the prior written consent of its Agent and without complying with the Commercial Paper Notesprovisions with respect to assignment set forth in the Liquidity Agreement to which it is a party. (b) Seller agrees to advise the Administrator within five (5) Business Days after notice to Seller of any proposed assignment by a Conduit Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under subsection (a), of Seller's consent or non-consent to such assignment and if it does not consent, the related Liquidity Agreementreasons therefor. If Seller does not respond in such time period, and certain other obligations of Seller shall be deemed to have consented to such Purchaser incurred in connection with the funding assignment. All of the Purchases aforementioned assignments shall be upon such terms and Reinvestments hereunder, which assignment conditions as the related Purchaser and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreementassignee may mutually agree.

Restrictions on Assignments. (a) No Seller Party Except as set forth in Section 11.05, neither Seller, ------------- individually or as Servicer, nor Norwest, as the Relationship Bank (except as otherwise provided in the Relationship Bank Agreement) or as Paying Agent, may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties)Administrator. (bi) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest Senior Purchaser may assign all or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion part of its rights and obligations under this Agreement (includinginterests in the Transaction Documents, without limitation, all or a portion of any Asset Interest therein owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement together with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (includinginterest in the Senior Interest, without limitationto the Back-Up Purchaser, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to the Liquidity Agent, State Street Capital or consent of the Seller Norwest, or both, or any Agent; provided that no such pledge or grant Affiliate of a security interest shall release a Liquidity Bank from any either of its obligations hereunder or under such Liquidity Agreement, as the case may bethem, or substitute to any such pledgee "bankruptcy remote" special purpose entity the business of which is administered by State Street Capital or grantee for such Liquidity Bank as a party hereto any Affiliate of State Street Capital or to such Liquidity Agreement, as the case may be; and by Norwest or any Affiliate of Norwest; (ii) each Senior Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Senior Interest, to the Collateral Agent and the Liquidity Agent, to secure such Senior Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, the Credit Agreement and any letter of credit issued thereunder, and certain other obligations of such Senior Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest (and any subsequent assignment by the Collateral Agent or the Liquidity Agent) shall not be considered an “"assignment” " for purposes of Section 11.01 or, prior ------------- to the enforcement of such security interest, for purposes of any other provision of this Agreement. (b) Seller agrees to advise the Administrator for Senior Purchaser within five Business Days after notice to Seller of any proposed assignment, not otherwise permitted under subsection (a), of Seller's -------------- consent or non-consent to such assignment and if it does not consent, the reasons therefor. If Seller does not consent to such assignment, Senior Purchaser may immediately assign its respective Purchaser's Interest (or portion thereof) in accordance with clauses (i) or (ii) of subsection (a), ----------- ---- -------------- as appropriate. All of the aforementioned assignments shall be upon such terms and conditions as Purchasers and the assignee may mutually agree.

Restrictions on Assignments. (a) No Seller Except to the extent permitted by the Transaction Documents, no Loan Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of each of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliateand, such as payrollif required by any Conduit, financial reporting, tax and satisfaction of the like, so long as such Seller Party remains liable for performance of such duties)Rating Agency Condition. (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership Each of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to Conduits may, at any Eligible Assignee (includingtime, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest assign all or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller portion of any such assignment. Each assignor of a Asset Interest its Loans, or any interest therein maysell participations therein, in connection with any such assignment, disclose to its Constituent Liquidity Banks (or to its Co-Agent for the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf ratable benefit of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereofits Constituent Liquidity Banks). (c) Each In addition to, and not in limitation of, assignments and participations described in Section 12.1(b): (i) in the event that any of the Liquidity Banks becomes a Downgraded Liquidity Bank, such Downgraded Liquidity Bank shall give prompt written notice of its Downgrading Event to the applicable Co-Agent and Borrower. Within 5 Business Days after Borrower's receipt of such notice, Borrower may assign to any propose an Eligible Assignee or who is willing to any other accept an assignment of, and to assume, such Downgraded Liquidity Bank all or a portion of its Bank's rights and obligations under this Agreement and under the applicable Liquidity Agreement. In the event that Borrower fails to propose such an Eligible Assignee within such 5 Business Day period, or such Eligible Assignee does not execute and deliver assignment and assumption documents reasonably acceptable to such Downgraded Liquidity Bank and the applicable Co-Agent and pay the Downgraded Liquidity Bank's Obligations in full, in each case, not later than 5:00 p.m. (includingNew York City time) on the 10th Business Day following Borrower's receipt of notice of such Downgrading Event, the applicable Co-Agent may identify an Eligible Assignee without limitationBorrower's consent, and the Downgraded Liquidity Bank shall promptly assign its rights and obligations to the Eligible Assignee designated by such Co-Agent against payment in full of its Obligations; (ii) each of the Lenders may assign all or a any portion of its Loans and, if applicable, its Commitment and Liquidity Commitment, to any Asset Interest therein owned by it)Eligible Assignee with the prior written consent of (A) Borrower and (B) such Lender's applicable Co-Agent, which consents shall not be unreasonably withheld or delayed; provided, however, that (i) each no such assignment consent shall be of required if such Eligible Assignee is already a constantLiquidity Bank party to this Agreement and the aggregate Liquidity Commitments, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect after giving effect to such assignment) shall in no event , would not be less than the lesser reduced solely because of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, assignment; (iii) each of the parties to each such assignment shall execute and deliver to Lenders may, without the Administrative Agent and prior written consent of Borrower or any of the Purchaser Agent in such Liquidity Bank’s Purchaser GroupAgents, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest sell participations in all or any portion of its their respective rights and obligations in, to and under the Transaction Documents and the Obligations to any bank or other financial entity (includingeach, without limitation, rights a "Participant") in accordance with Sections 12.2 and 14.5. (d) Nothing herein shall limit the ability of any Conduit to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior therein to the enforcement of program collateral agent for such security interest, for purposes of any provision of this AgreementConduit's Promissory Note program.

Restrictions on Assignments. (a) No Seller Party Each of the Borrower and the Servicer (except as otherwise provided in this Agreement) may not assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group Parallel Lenders, the Lender and the Seller of Surety Provider. The Lender may not assign any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights hereunder or under the Lender Note or any of its rights in the Collateral (or any portion thereof) to any Person without the prior written consent of the Borrower and obligations under this Agreement (includingthe Surety Provider, without limitation, all or a portion of any Asset Interest therein owned by it)which consent shall not be unreasonably withheld; provided, however, that that (i) each such assignment shall be of a constantThe Lender may assign all, and not a varyingor any portion, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1interests in the Related Documents, (i) any Liquidity Bank may at any time pledge or grant a security together with all its interest in all the Collateral, to BofA or any portion Affiliate of its rights (includingBofA, without limitationor to any "bankruptcy remote" special purpose entity the business of which is administered by BofA, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any AgentAffiliate of BofA (which assignee shall then be subject to this Article XIII); provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and and (ii) each Purchaser The Lender may assign and grant a security interest in all of its rights in the Transaction Related Documents, together with all of its rights and interest in the Asset InterestCollateral, to secure any Program Support Provider. (b) The Borrower agrees to advise the Administrative Agent and the Surety Provider within five Business Days after notice to the Borrower of any proposed assignment by the Lender of any of its rights hereunder or under the Lender Note or any of its rights in the Collateral (or any portion thereof), not otherwise permitted under subsection (a), of the Borrower's consent or non-consent to such Purchaser’s assignment, and if it does not consent, the reasons therefor. If the Borrower does not consent to such assignment, Lender may immediately assign its rights hereunder and under the Lender Note and such Collateral (or any portion thereof) to BofA or any Affiliate of BofA. All of the aforementioned assignments shall be upon such terms and conditions as the Lender and the assignee may mutually agree. (c) This Agreement and each Parallel Lender's rights and obligations under herein shall be assignable, in whole or in connection with the Commercial Paper Notespart, the related Liquidity Agreement, by such Parallel Lender and certain other obligations of such Purchaser incurred in connection with the funding its successors and assigns and any assignee shall become a party hereto and shall become a Parallel Lender hereunder upon (i) satisfaction of the Purchases conditions set forth in this Section 13.1(c), (ii) acceptance and Reinvestments hereunder, which recording of an assignment and grant in the form of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreement.Exhibit 13.1

Restrictions on Assignments. (a) No None of Sunterra, Seller Party or Purchaser may assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents Agent, and Purchaser may not assign any Undivided Interest (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (bor portion thereof) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee Person without the prior written consent of Seller (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein which consent shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by itnot be unreasonably withheld); provided, however, that without the consent of Seller, Purchaser may (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights any interest in, to and under any Undivided Interest, this Agreement and any other Transaction Documents to the Collateral Agent, and any successor in the Transaction Documents, together with all of its rights and interest in the Asset Interestsuch capacity, to secure such Purchaser’s obligations Bartxx'x xxxigations under or in connection with the Commercial Paper Notes, the related Liquidity Stand-by Purchase Agreement, the Enhancement Agreement and any letter of credit issued thereunder, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunderhereunder or (ii) assign any interest in, to and under any Undivided Interest to the Banks pursuant to the Stand-by Purchase Agreement, in each case, which assignment and and/or grant of a security interest shall not be considered an “"assignment” " for purposes of Section 12.01(b) or Section 12.03 or, prior to the enforcement of such security interest, for purposes of any other provision of this AgreementAgreement or (iii) after the occurrence of a Liquidation Event may assign its rights hereunder or any interest in any Undivided Interest to any Person. (b) Seller agrees to advise the Agent within five Business Days after notice to Seller of any proposed assignment by Purchaser of any Undivided Interest (or portion thereof), not otherwise permitted under subsection (a) of this Section 12.01, of Seller's consent or non- consent to such assignment. If Seller does not consent to such assignment, Purchaser may upon five days' notice to Seller assign such Undivided Interest (or portion thereof) to SG, any Bank or any Affiliate of SG or any Bank. All of the aforementioned assignments shall be upon such terms and conditions as Purchaser and the assignee may mutually agree.

Restrictions on Assignments. (a) No None of API, Seller Party or Purchaser may assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents Agent, and Purchaser may not assign any Undivided Interest (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (bor portion thereof) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, Person without limitation, pursuant to a Liquidity Agreement). Each assignor the prior written consent of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)Seller; provided, however, that Purchaser may (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights any interest in, to and under any Undivided Interest, this Agreement and any other Agreement Documents to the Collateral Agent, and any successor in the Transaction Documents, together with all of its rights and interest in the Asset Interestsuch capacity, to secure such Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Stand-by Purchase Agreement, the Enhancement Agreement and any letter of credit issued thereunder, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, and (ii) assign any interest in, to and under any Undivided Interest to the Banks pursuant to the Stand-by Purchase Agreement, in each case which assignment and grant assignments and/or grants of a security interest shall not be considered an “"assignment” " for purposes of Section 11.01(b) or Section 11.03 or, prior to the enforcement of such assignment or security interest, for purposes of any other provision of this Agreement. (b) Seller agrees to advise the Agent within five Business Days after notice to Seller of any proposed assignment by Purchaser of any Undivided Interest (or portion thereof), not otherwise permitted under subsection (a) of this Section 11.01, of Seller's consent or non-consent to such assignment. If Seller does not consent to such assignment, Purchaser may upon five days' notice to Seller assign such Undivided Interest (or portion thereof) to SG, any Bank or any Affiliate of SG or any Bank. All of the aforementioned assignments shall be upon such terms and conditions as Purchaser and the assignee may mutually agree.

Restrictions on Assignments. (a) No Seller Party None of IKON Capital, the --------------------------- Transferor or the Transferee may assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an AffiliateAgent, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). Transferee may not assign the Transferee's Interest (bor any portion thereof) This Agreement and to any Person without the Purchasers’ rights and obligations herein (including ownership prior written consent of the Asset Interest) Transferor, which consent shall not be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)unreasonably withheld; provided, however, that -------- ------- (i) each such assignment shall be of a constantthe Transferee may assign, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all in, the Transferee's Interest (or any portion of its rights (including, without limitation, rights thereof) to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Deutsche Bank, without notice to the Liquidity Banks (or consent any successor of any thereof by merger, consolidation or otherwise), or any Affiliate of Deutsche Bank or any of the Seller Liquidity Banks (which may then assign the Transferee's Interest (or any Agent; provided that no such pledge portion thereof so assigned) or grant of a security any interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or therein to such Liquidity Agreement, party or parties as the case it may bechoose); and and (ii) each Purchaser the Transferee may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its Transferee's Interest and the Transferee's rights and interest interests in, to and under this Agreement and the other Transaction Documents to DBNY, as Collateral Agent, and any successor in the Asset Interestsuch capacity, to secure such Purchaser’s the Transferee's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, the Enhancement Agreement and any letter of credit issued thereunder, and certain other obligations of such Purchaser the Transferee incurred in connection with the funding of the Purchases Transfers and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of Section 12.01(b), Section 12.03 ---------------- ------------- or 12.04 or, prior to the enforcement of such security interest, for ----- purposes of any other provision of this Agreement. (b) The Transferor agrees to advise the Agent within five Business Days after notice to the Transferor of any proposed assignment by the Transferee of the Transferee's Interest (or any portion thereof), not otherwise permitted under subsection (a), of the Transferor's consent or non-consent to such -------------- assignment. If the Transferor does not consent to such assignment, the Transferee may immediately assign the Transferee's Interest (or such portion) to Deutsche Bank, any of the Liquidity Banks or any Affiliate of Deutsche Bank or any of the Liquidity Banks. All of the aforementioned assignments shall be upon such terms and conditions as the Transferee and the assignee may mutually agree.

Restrictions on Assignments. (a) No Seller Except to the extent permitted by the Transaction Documents, no Loan Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of each of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties)Agents. (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership Each of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to Conduits may, at any Eligible Assignee (includingtime, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest assign all or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller portion of any such assignment. Each assignor of a Asset Interest its Loans, or any interest therein maysell participations therein, in connection with any such assignment, disclose to (i) its Constituent Liquidity Banks or the assignee Enhancement Providers (or potential assignee any information relating to any Seller Party its Co-Agent for the ratable benefit of its Constituent Liquidity Banks) or any Originator, furnished to such assignor (ii) another multi-seller commercial paper conduit administered by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information either Co-Agent which is confidential in accordance with the provisions of Section 14.7 hereofrated at least "A-1" by S&P and "P-1" by Moody's. (c) Each Liquidity Bank In addition to, and not in limitation of, asxxxxxxxts and participations described in Section 12.1(b): (i) each of the Lenders may assign all or any portion of its Loans and, if applicable, its Commitment and Liquidity Commitment, to any Eligible Assignee with the prior written consent of (A) Borrower and (B) such Lender's applicable Co-Agent, which consents shall not be unreasonably withheld or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)delayed; provided, however, that (i) each no such assignment consent shall be required if such Eligible Assignee is already a Liquidity Bank party to this Agreement or if any Amortization Event exists and is continuing and the aggregate Liquidity Commitments, after giving effect to such assignment, would not be reduced solely because of a constant, and not a varying, percentage of all rights and obligations under this Agreement, such assignment; (ii) the amount being assigned pursuant to each such assignment (determined as of the date Lenders may, without the prior written consent of Borrower or any of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such timeAgents, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest sell participations in all or any portion of its their respective rights and obligations in, to and under the Transaction Documents and the Obligations in accordance with Sections 12.2 and 14.7. (including, without limitation, rights d) Nothing herein shall limit the ability of either Conduit to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior therein to the enforcement of program collateral agent for such security interest, for purposes of any provision of this AgreementConduit's commercial paper program.

Restrictions on Assignments. (a) No Seller Party Neither Borrower nor the Servicer may assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an AffiliateLender, such as payroll, financial reporting, tax the Administrator and the likeLiquidity Agent, and Lender may not assign its rights hereunder, any Loan or the Lender Note (or any portion thereof) to any Person without the prior written consent of Administrator and the Liquidity Agent and, so long as such Seller Party remains liable for performance of such duties). no Termination Event has occurred and is continuing, Borrower (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) which consent shall not be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest unreasonable withheld or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by itdelayed); provided, however, that that (ia) each such assignment shall be of a constant, and not a varying, percentage of Lender may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage any part of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1interests in the Transaction Documents, (i) any Liquidity Bank may at any time pledge or grant a security interest in together with all or any portion part of its rights (includinginterest in the Loans, without limitationto the Liquidity Agent, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement Provider, or to secure obligations any “bankruptcy remote” or commercial paper special purpose entity the business of such which is administered by the Administrator or the Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and and (iib) each Purchaser Lender may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset InterestLoans, to its collateral agent, to secure such PurchaserLender’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser Lender incurred in connection with the funding of the Purchases and Reinvestments Loans hereunder, which assignment and grant of a security interest shall not be considered an “assignment” for purposes of this Section 13.1 or, prior to the enforcement of such security interest, for purposes of any other provision of this Agreement. Within five Business Days after notice to Administrator and Liquidity Agent of any proposed assignment for which consent is required, Administrator and the Liquidity Agent agree to provide consent or non-consent thereto. If Administrator or Liquidity Agent does not consent to such an assignment by Lender, then Lender may immediately assign the Loan (or portion thereof) that was subject to such proposal to any Liquidity Provider or any Affiliate of any Liquidity Provider.

Restrictions on Assignments. (a) No Neither Seller Party nor Parent may assign its rights, or delegate its duties duties, hereunder or any interest herein without the prior written consent of the Agents each Agent. No Purchaser may assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties to an Affiliate, such hereunder as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (bexpressly indicated herein) This Agreement and the Purchasers’ rights and obligations herein (including ownership of or the Asset InterestInterest (or any portion thereof) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (includingPerson without the prior written consent of Seller, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein which consent shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)not be unreasonably withheld; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights interests in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure (i) its related Agent or any Affiliate thereof, or (ii) to any "bankruptcy remote" special purpose entity the business of which is administered by its related Agent or any Affiliate thereof, so long as such Purchaser’s obligations under entity has the ability to issue commercial paper notes, or in connection with to cause the Commercial Paper Notesissuance of commercial paper notes, to fund the Asset Interest or (iii) to any Program Support Provider. If a Purchaser notifies Seller and Parent that it has decided to assign its rights and delegate its duties hereunder to one or more Program Support Providers (or an agent therefor), Seller and Parent agree to enter into such amendments hereto and to the other Transaction Documents as the related Agent may reasonably request to reflect such assignment and delegation, provided that, unless a Liquidation Event exists, the related Liquidity Agreement, Agent shall be responsible for all reasonable out-of-pocket costs and certain other obligations of such Purchaser expenses incurred by Seller and Parent in connection with therewith. (b) Seller agrees to advise the funding related Agent within five (5) Business Days after notice to Seller of any proposed assignment by a Purchaser of the Purchases and Reinvestments hereunderAsset Interest (or any portion thereof), which not otherwise permitted under subsection (a), of Seller's consent or non-consent to such assignment and grant if it does not consent, the reasons therefor. If Seller does not respond in such time period, Seller shall be deemed to have consented to such assignment. All of a security interest the aforementioned assignments shall not be considered an “assignment” prior to upon such terms and conditions as the enforcement of such security interest, for purposes of any provision of this Agreementrelated Purchaser and the assignee may mutually agree.

Restrictions on Assignments. (a) No Seller Party Neither Borrower nor Master Servicer may delegate any of its duties, or assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Administrator and Lender. Lender may not assign its rights hereunder, any Loan or Lender Note (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (bor any portion thereof) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, Person without limitation, pursuant to a Liquidity Agreement). Each assignor the prior written consent of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)Borrower; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement.that (da) Notwithstanding any other provision of this Section 12.1Lender may assign, (i) any Liquidity Bank may at any time pledge or grant a security interest in in, all or any portion of its rights (includingthe Loans and Lender Note to Credit Bank, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations Bank (or any successor of such any thereof by merger, consolidation or otherwise), any Affiliate of Credit Bank or any Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with a draw under the Commercial Paper NotesLiquidity Agreement or a Credit Advance (which may then assign all or any portion thereof so assigned or any interest therein to such party or parties as it may choose); and (b) Lender may assign any Loan to any other Person proposed by Lender and consented to by Borrower (such consent not to be unreasonably withheld). Administrator shall promptly provide notice of any such assignment to each Rating Agency. Within five Business Days after notice to Borrower of any proposed assignment by Lender for which Borrower’s consent is required, Borrower agrees to advise Administrator of its consent or non-consent thereto. If Borrower does not consent to such assignment Lender may immediately assign the related Loan (or portion thereof) that was subject to such proposal to Bank, any Liquidity AgreementBank or any Affiliate of Bank or any Liquidity Bank. Subject to Section 13.2, and certain other obligations of such Purchaser incurred in connection with the funding all of the Purchases aforementioned assignments shall be upon such terms and Reinvestments hereunder, which assignment conditions as Lender and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreementassignee may mutually agree.

Restrictions on Assignments. (a) No Seller Party Except as otherwise contemplated by SECTION 13.5, neither the Transferor nor the Purchaser may assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an AffiliateAgent, such as payroll, financial reporting, tax and the likePurchaser may not assign any Undivided Interest (or portion thereof) to any Person without the prior written consent of the Transferor; PROVIDED, so long as such Seller Party remains liable for performance of such duties).HOWEVER, that: (ba) This Agreement and Enterprise may assign or grant a security interest in, any Undivided Interest (or portion thereof) owned by it to Bank of America, the Purchasers’ rights and obligations herein Enterprise Liquidity Provider or the Enterprise Credit Support Provider (or any successor thereof by merger, consolidation or otherwise), any Affiliate of Enterprise (including ownership any securitization vehicle managed by Bank of the Asset InterestAmerica) shall be assignable by the Purchasers and their successors and assigns to or such Enterprise Liquidity Provider or Enterprise Credit Support Provider (which may then assign any Eligible Assignee such Undivided Interest (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or portion thereof) so assigned or any interest therein shall notify to such party or parties as it may choose); and without limiting the Administrative Agentforegoing, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, from time to time, with prior or concurrent notice to Transferor and Collection Agent, in connection with any such assignmentone transaction or a series of transactions, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of the Purchaser's Investment and its rights and obligations under this Agreement and any other Agreement Documents to which it is party to a Conduit Assignee. Upon and to the extent of such assignment by the Purchaser to a Conduit Assignee, (i) such Conduit Assignee shall be the owner of the assigned portion of the Purchaser's Investment, (ii) the related administrative and/or managing agent for such Purchaser will act as the Administrative Agent for such Conduit Assignee, with all corresponding rights and powers, express or implied, granted to the Administrative Agent hereunder or under the other Agreement Documents, (iii) such Conduit Assignee and its liquidity support provider(s) and credit support provider(s) and other related parties shall have the benefit of all the rights and protections provided to the Purchaser and its Enterprise Liquidity Support Provider(s) and Enterprise Credit Support Provider(s), respectively, herein and in the other Agreement Documents (including, without limitation, any limitation on recourse against such Purchaser or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Purchaser, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or a portion the assigned or assumed portion) of the Purchaser's obligations, if any, hereunder and any Asset Interest therein owned by it); providedother Agreement Document, however, that (i) each such assignment and the Purchaser shall be released from such obligations, in each case to the extent of a constantsuch assignment, and the obligations of the Purchaser and such Conduit Assignee shall be several and not a varying, percentage of all rights and obligations under this Agreementjoint, (iiv) all distributions in respect of the Purchaser's Investment shall be made to the applicable agent or administrative agent, as applicable, on behalf of the Purchaser and such Conduit Assignee on a pro rata basis according to their respective interests, (vi) the amount being assigned pursuant to each such assignment (determined as definition of the date of the Assignment and Acceptance Agreement term "Commercial Paper Rate" with respect to the portion of the Purchaser's Investment funded with commercial paper issued by the Purchaser from time to time shall be determined in the manner set forth in the definition of "Commercial Paper Rate" applicable to the Purchaser on the basis of the interest rate or discount applicable to commercial paper issued by such assignment) shall in no event be less Conduit Assignee (rather than the lesser Purchaser), (vii) the defined terms and other terms and provisions of (x) $10,000,000 this Agreement and the other Agreement Documents shall be interpreted in accordance with the foregoing, and (yviii) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such timeif requested by the Agent or administrative agent with respect to the Conduit Assignee, (iii) the parties to each such assignment shall will execute and deliver such further agreements and documents and take such other actions as the Agent or administrative agent may reasonably request to evidence and give effect to the Administrative Agent and foregoing. No assignment by the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible a Conduit Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights the Purchaser's Investment shall in any way diminish the related Bank Investors' obligation under SECTION 13.5 to payment of Earned Discount) under this Agreement fund any Reinvestment not funded by the Purchaser or under such Conduit Assignee or to acquire from the Purchaser or such Conduit Assignee all or any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent portion of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and Purchaser's Investment. (iib) each The Purchaser may assign and grant a security interest in all any interest in, to and under any Undivided Interest owned by it, this Agreement and the other Agreement Documents to Bank of its rights America, as collateral agent or collateral trustee, and any successor in the Transaction Documents, together with all of its rights and interest in the Asset Interestsuch capacity, to secure each such Purchaser’s 's obligations under or in connection with the its Commercial Paper Notes, the related Enterprise Liquidity Agreement, the Enterprise Credit Support Agreement and certain other obligations of such the Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of SECTION 13.5(B), or, prior to the enforcement of such security interest, for purposes of any other provision of this Agreement. (c) The Transferor agrees to advise the Agent within five Business Days after notice to the Transferor of any proposed assignment by the Purchaser of any Undivided Interest (or portion thereof), not otherwise permitted under SUBSECTION (A), of the Transferor's consent or non-consent to such assignment. If the Transferor does not consent to such assignment, the Purchaser may immediately assign such Undivided Interest (or portion thereof), to Bank of America, the Enterprise Liquidity Provider or the Enterprise Credit Support Provider or any Affiliate of Bank of America, the Enterprise Liquidity Provider or the Enterprise Credit Support Provider. All of the aforementioned assignments shall be upon such terms and conditions as the Purchaser and the assignee may mutually agree.

Restrictions on Assignments. (a) No Except as provided in this Section 12.1, no Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Administrator. The Purchaser may not assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties hereunder as expressly indicated herein) or the Asset Interest (or any portion thereof) to an Affiliate, such as payroll, financial reporting, tax and any Person without the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership prior written consent of the Asset Interest) Seller, which consent shall not unreasonably be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)withheld; provided, however, that that (i) each such assignment shall be of a constant, and not a varying, percentage of The Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under interests in the Transaction Documents, together with all its interest in the Asset Interest, to any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1Bank, (i) any Liquidity Bank may at any time pledge or grant a security interest in all Wachovia, or any portion Affiliate thereof, or to any "bankruptcy remote" special purpose entity, the business of its rights which is administered by Wachovia or any Affiliate thereof (includingwhich assignee shall then be subject to this Article XII) (provided, without limitation, rights that the Purchaser and Wachovia agree to payment retain control of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent at least 51 percent of the Asset Interest and agree to notify the Seller of any proposed assignment and consult with the Seller regarding any objections the Seller may have with respect to any assignee of the Purchaser or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and Wachovia); (ii) each The Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to the Collateral Agent, to secure such the Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such the Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest (and any subsequent assignment by the Collateral Agent) shall not be considered an “"assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreement."

Restrictions on Assignments. (a) No Neither any Seller Party nor Norwest, individually or as the Relationship Bank (except, in the case of the Relationship Bank, as otherwise agreed among Purchaser, the Administrator, Inacom and the Relationship Bank), may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Administrator. Purchaser may not assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties to an Affiliate, such hereunder as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (bexpressly indicated herein) This Agreement and the Purchasers’ rights and obligations herein (including ownership of or the Asset InterestInterest (or any portion thereof) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (includingPerson without the prior written consent of Seller, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein which consent shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)not be unreasonably withheld; provided, however, that that (i) each such assignment shall be of a constant, and not a varying, percentage of Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under interests in the Transaction Documents, together with all its interest in the Asset Interest, to any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1Bank, (i) any Liquidity Bank may at any time pledge State Street Capital or grant a security interest in all Norwest, or both, or any portion Affiliate of its rights (includingeither of them, without limitationor to any "bankruptcy remote" special purpose entity, rights to payment the business of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller which is administered by State Street Capital or any AgentAffiliate of State Street Capital or Norwest or any Affiliate of Norwest (which assignee shall then be subject to this Article XII); provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to the Collateral Agent, to secure such Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, the Credit Agreement and any letter of credit issued thereunder, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest (and any subsequent assignment by the Collateral Agent) shall not be considered an “"assignment” " for purposes of Section 12.01(b) or, prior to the enforcement of such security interest, for purposes of any other provision of this AgreementAgreement (other than Section 12.03). (b) Sxxxxx agrees to advise the Administrator within five Business Days after notice to Seller of any proposed assignment by Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under subsection (a), of Seller's consent or non-consent to such assignment, and if it does not consent, the reasons therefor. If Seller does not consent to such assignment, Purchaser may immediately or at any time thereafter assign such Asset Interest (or portion thereof) to any Person or Persons permitted under clause (i) of Section 12.01(a).

Restrictions on Assignments. (a) No Seller Party Except as provided in the next sentence, none of Seller, Servicer or State Street Bank, individually or as the Relationship Bank (except as otherwise provided in the Relationship Bank Agreement), may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement)Administrator. Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank Servicer may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations as Servicer under this Agreement to any of its Affiliates without prior written consent of the Administrator, provided that Servicer shall have given the Administrator ten -------- days' prior written notice thereof. Purchaser may not assign its rights hereunder (including, without limitation, all although it may delegate its duties hereunder as expressly indicated herein) or a portion of any the Asset Interest therein owned (or any portion thereof) to any Person without the prior written consent of Seller, which shall not be unreasonably withheld (it being recognized and understood by itall parties hereto that all parties hereto shall deem it reasonable for Seller to withhold such consent if any such proposed assignment would, in the reasonable determination of Seller, cause Seller to be required to pay to any Affected Party any of the amounts referred to in Section 4.02); provided, however, that ------------ -------- ------- (i) each such assignment shall be of a constant, and not a varying, percentage of Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1interests in the Transaction Documents, (i) any Liquidity Bank may at any time pledge or grant a security together with all its interest in all the Asset Interest, to State Street Capital or State Street Bank, or both, or any portion Affiliate of its rights (includingeither of them, without limitationor to any "bankruptcy remote" special purpose entity, rights to payment the business of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller which is administered by State Street Capital or any AgentAffiliate of State Street Capital provided, that such -------- assignment shall not cause a material increase in the Earned Discount Rate; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to the Collateral Agent, to secure such Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, the Credit Agreement and any letter of credit issued thereunder, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest (and any subsequent assignment by the Collateral Agent) shall not be considered an “"assignment” " for purposes of this Section 12.01 or, prior to the enforcement of such security interest, ------------- for purposes of any other provision of this Agreement. (b) Seller agrees to advise the Administrator within five Business Days after notice to Seller of any proposed assignment by Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under subsection (a), -------------- of Seller's consent or non-consent to such assignment and, if it does not consent, the reasons therefor. If Seller does not consent to such assignment, Purchaser may immediately assign such Asset Interest (or portion thereof) to Xxxxx Xxxxxx Xxxxxxx, Xxxxx Xxxxxx Bank or any Affiliate of Xxxxx Xxxxxx Xxxxxxx xx Xxxxx Xxxxxx Xxxx. All of the aforementioned assignments shall be upon such terms and conditions as Purchaser and the assignee may mutually agree.

Restrictions on Assignments. (a) No Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such timeLimit, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreement.

Restrictions on Assignments. (a) No Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Administrative Agent (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). . The Purchaser may not assign its rights hereunder (balthough it may delegate its duties hereunder as expressly indicated herein) This Agreement and or the Purchasers’ rights and obligations herein Asset Interest (including ownership or any portion thereof) to any Person without the prior written consent of the Asset Interest) Seller, which consent shall not be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)unreasonably withheld; provided, however, that that (i) each such assignment shall be of a constant, and not a varying, percentage of The Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under interests in the Transaction Documents, together with all its interest in the Asset Interest, to any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1Bank, (i) any Liquidity Bank may at any time pledge or grant a security interest in all Wachovia, or any portion Affiliate thereof, or to any "bankruptcy remote" special purpose entity, the business of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller which is administered by Wachovia or any AgentAffiliate thereof (which assignee shall then be subject to this Article XII); provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and and (ii) each The Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such the Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such the Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of Section 12.1(b) or, prior to the enforcement of such security interest, for purposes of any other provision of this AgreementAgreement (other than Section 12.3). (b) The Seller agrees to advise the Administrative Agent within five (5) Business Days after notice to the Seller of any proposed assignment by the Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under subsection (a), of the Seller's consent or non-consent to such assignment, and if it does not consent, the reasons therefor. If Seller does not consent to such assignment, the Purchaser may immediately or at any time thereafter assign such Asset Interest (or portion thereof) to any Person or Persons permitted under clause (i) of Section 12.1(a).

Restrictions on Assignments. (a) No Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without After the prior written consent admission to the Partnership of the Agents (except Limited Partners, a Seller Party may delegate certain administrative duties Limited Partner shall have the right to an Affiliateassign any Interest, such as payroll, financial reporting, tax and subject to the like, so long as such Seller Party remains liable for performance of such duties).following limitations: (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller A. No assignment of any such assignment. Each assignor Interest may be made other than on the first day of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)Fiscal Quarter; provided, however, that this restriction on the timing of assignment shall not apply to (i) each any transfer of Units by Limited Partners to MHP II Acquisition Corp. pursuant to MHP II Acquisition Corp.'s Offer to Purchase for Cash All Outstanding Units of Limited Partnership Interest, dated April 18, 1996 or (ii) any subsequent assignment of any Units by MHP II Acquisition Corp. B. The General Partner may prohibit any assignment of an Interest in the Partnership if, in the opinion of legal counsel to the Partnership, such assignment would require filing of a registration statement under the Securities Act of 1933, as amended, or would otherwise violate any Federal or state securities or Blue Sky laws (including any investment suitability standards) or regulations applicable to the Partnership or the Units. With respect to any proposed assignment within one year of the admission of any Limited Partner whose Unit is to be transferred, the General Partner will require an opinion from counsel of the assignee of the Interest to the effect that no such filing would be required and that no such violation would occur as a result of such assignment. C. No purported assignment by a Limited Partner of any Unit, after which the assignor or the assignee would hold a fraction of a Unit (other than one-half of a Unit), will be permitted or recognized. D. No transfer or assignment on any date of any Interest may be made to any Person if (i) in the opinion of legal counsel to the Partnership, it would result in the Partnership being treated as an association taxable as a corporation, or (ii) such transfer is effectuated through an "established securities market" or a "secondary market" (or the substantial equivalent thereof) within the meaning of section 7704 of the Code. E. No assignment of any Interest may be made to any Person unless such Person agrees in writing that such Person will not, directly or indirectly, create for the Units, or facilitate the trading of Units on, a "secondary market" (or the substantial equivalent thereof), within the meaning of section 7704 of the Code. F. No assignment of any Interest may be made if, in the opinion of legal counsel to the Partnership, it would result in the Partnership or the Santa Xxxxx Partnership not being able to obtain or continue in effect any license permitting the service or sale of alcoholic beverages in a Hotel. G. No assignment of any Interest may be made to any Person who is not a "United States person" within the meaning of section 7701(a)(30) of the Code. H. No assignment of any Interest may be made to any Person generally exempt from Federal income tax under section 501 of the Code or otherwise. No purported transfer or assignment shall be of a constant, and not a varying, percentage of any effect unless all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date foregoing conditions have been satisfied. The General Partner is authorized to impose any other limitations or restrictions on the assignment of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) Interests to the extent applicablethat it, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage in the exercise of its rights reasonable discretion and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision based upon the advice of this Section 12.1counsel to the Partnership, (i) any Liquidity Bank may at any time pledge determines such further limitations or grant restrictions are necessary or advisable to protect the Partnership from being considered a security interest in all or any portion "publicly traded partnership" within the meaning of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent section 7704 of the Seller Code. The General Partner shall, from time to time, review the limitations and restrictions on the assignment of Interests set forth in Section 7.01D and Section 7.01E or imposed pursuant to the preceding sentence and the Federal income tax law, regulations, and rulings applicable thereto, and shall eliminate or modify any Agent; provided such limitation or restriction to make it less restrictive on assignment of Interests if the Partnership shall have received an opinion of counsel that no such pledge elimination or grant modification may be made without causing the Partnership to be considered either a "publicly traded partnership," within the meaning of a security interest shall release a Liquidity Bank from any section 7704 of its obligations hereunder or under such Liquidity Agreement, as the case may beCode, or substitute any such pledgee or grantee for such Liquidity Bank an association taxable as a party hereto or to such Liquidity Agreement, as corporation under the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreementapplicable federal income tax laws.

Restrictions on Assignments. (a) No Seller Party Neither Borrower nor ArvinMeritor may assign its rights, rights or delegate its duties hereunder obligations under the Transaction Documents to which it is a party or any interest herein therein without the prior written consent of each of the Agents (Agents, except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable Administrative Agent for performance the benefit of such duties)the Secured Parties. (b) This Agreement Subject to the provisions of Sections 6.1 and the Purchasers’ rights and obligations 13.4, nothing herein shall be deemed to preclude any Lender from pledging or assigning all or any portion of its Loans to any Liquidity Bank or other Support Provider (including ownership or any successor of any thereof by merger, consolidation or otherwise) or any Affiliate of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to foregoing (which may then assign all or any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest portion thereof so assigned or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by party or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank parties as it may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by itchoose); provided, however, that so long as no Significant Event exists and is continuing, no Liquidity Bank will assign all or any portion of its Loans or Commitment to any Person without the prior written consent of Borrower (i) which consent shall not be unreasonably withheld or delayed). Each Co-Agent shall promptly provide notice of any assignment by any member of its Group to each such assignment applicable Rating Agency and Borrower. Subject to Section 13.2, all of the aforementioned assignments shall be of a constant, upon such terms and not a varying, percentage of all rights conditions as the applicable Lender and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreementmay mutually agree. (dc) Notwithstanding any other provision of this Section 12.1Agreement to the contrary, (i) any Liquidity Bank Committed Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, any Loan and any rights to payment of Earned Discountprincipal and interest thereon) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank Financial Institution to a Federal Reserve Bank, without notice to or consent of the Seller or any Agentother party; provided that no such pledge or grant of a security interest shall release a Liquidity Bank such Committed Lender from any of its obligations hereunder or under such Liquidity Agreement, as the case may behereunder, or substitute any such pledgee or grantee for such Liquidity Bank Committed Lender as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreementhereto.

Restrictions on Assignments. (a) No Neither any Seller Party nor NCB, in any capacity (except, in the case of NCB in any capacity, as otherwise agreed among Purchaser, the Administrator and 51 NCB), may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Administrator. Purchaser may not assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties hereunder as expressly indicated herein) or the Purchased Interest (or any portion thereof) to an Affiliateany Person without the prior written consent of Seller, such as payrollwhich consent shall not be unreasonably withheld; provided, financial reportinghowever, tax and the like, so long as such Seller Party remains liable for performance of such duties).that (bi) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under interests in the Transaction Documents, together with all its interest in the Purchased Interest, to State Street Capital or NCB, or both, or any Affiliate of either of them, or to any "bankruptcy remote" special purpose entity, the business of which is administered by State Street Capital or any Affiliate of State Street Capital (which assignee shall then be subject to this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by itArticle XII); provided, however, that such assignee has a short-term rating of at least A-1 by Standard and Poor's Ratings Group and P-1 by Moodx'x Xxxestors Service, Inc. and that in the event of any such proposed assignment permitted pursuant to clause (i) ), each such assignment shall be of a constantassignee shall, and not a varying, percentage of all rights and obligations under this Agreement, (ii) promptly upon the amount being assigned pursuant to each such assignment (determined as of the purported effective date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Seller a written acknowledgement, in form and the Purchaser Agent in substance reasonably satisfactory to Seller, evidencing such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage assignee's assumption of its rights and Purchaser's obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or and under any Liquidity Agreement other agreement executed in connection herewith, and such purported assignment shall be deemed to secure obligations be of no force and effect if such Liquidity Bank acknowledgement has not been delivered to a Federal Reserve BankSeller, without notice in form and substance reasonably satisfactory to or consent Seller, within ten days of the Seller or any Agentpurported effective date of assignment; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Purchased Interest, to the Collateral Agent, to secure such Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, the Credit Agreement and any letter of credit issued thereunder, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest (and any subsequent assignment by the Collateral Agent) shall not be considered an “"assignment” " for purposes of SECTION 12.01(b) or, prior to the enforcement of such security interest, for purposes of any other provision of this AgreementAgreement (other than SECTION 12.03). (b) Seller agrees to advise the Administrator within five Business Days after notice to Seller of any proposed assignment by Purchaser of the Purchased Interest (or any portion thereof), not otherwise permitted under subsection (a), of Seller's consent or non-consent to such assignment, and if it does not consent, the reasons therefor. If Seller does not consent to such assignment, Purchaser may immediately or at any time thereafter assign such Purchased Interest (or portion thereof) to any Person or Persons permitted under clause (i) of SECTION 12.01(a).

Restrictions on Assignments. (a) No Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such timeLimit, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreement.

Restrictions on Assignments. (a) No Seller Party may The Borrower shall not assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement)Lender. Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein The Lender may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf ordinary course of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential its business and in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may applicable law, assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement, under any Loan pursuant to this Agreement (includingor under the other Facility Documents, without limitationto any of its Affiliates or Subsidiaries and, all with the prior written consent of the Borrower, any bank or a portion of any Asset Interest therein owned by it)other entity; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreementis approved by the Applicable Agency, (ii) the amount being assigned pursuant to each Borrower, the Applicable Agency and the related assignee enter into an acknowledgement agreement in which the Applicable Agency acknowledges the related security interest of such assignment assignee in the Servicing Contracts (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less other than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such timeFreddie Mac Servicing Contract), (iii) with respect to any assignment to any of its Affiliates or Subsidiaries, the parties to each Lender shall provide the Borrower with notice of such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) with respect to any assignment to a bank or other entity other than to an Affiliate or Subsidiary of Lender, Lender shall provide the extent applicable, concurrently Borrower with notice of such assignment, such assignor Liquidity Bank assignment and Borrower shall assign incur no greater liability to such assignee Liquidity Bank bank or other Eligible Assignee an equal percentage entity than the liability of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time Borrower to Xxxxxx provided hereunder. The foregoing shall not limit Lender’s ability to pledge or grant assign a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank Lender pursuant to a Federal Reserve Bank, without notice Section 9.04(b). This foregoing shall not limit Lender’s ability to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all or any portion of its rights under this Agreement to secure obligations of Lender pursuant to this Section 9.01. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Each Participant (as defined below) and each Lender assignee shall be subject to the requirements set forth in the Transaction Documentsconfidentiality agreement in the form of Exhibit E attached hereto. Notwithstanding anything herein to the contrary, together with all following the occurrence and during the continuance of an Event of Default, Lender shall be entitled to assign its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under this Agreement or in connection with issue one or more participation interests to any Person without the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations consent of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this AgreementBorrower.

Restrictions on Assignments. (a) No Seller Party Except as otherwise contemplated by Section 13.5, neither the Transferor nor the Purchaser may assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an AffiliateAgent, such as payroll, financial reporting, tax and the likePurchaser may not assign any Undivided Interest (or portion thereof) to any Person without the prior written consent of the Transferor; provided, so long as such Seller Party remains liable for performance of such duties).however, that: (ba) This Agreement and Enterprise may assign or grant a security interest in, any Undivided Interest (or portion thereof) owned by it to Bank of America, the Purchasers’ rights and obligations herein Enterprise Liquidity Provider or the Enterprise Credit Support Provider (or any successor thereof by merger, consolidation or otherwise), any Affiliate of Enterprise (including ownership any securitization vehicle managed by Bank of the Asset InterestAmerica) shall be assignable by the Purchasers and their successors and assigns to or such Enterprise Liquidity Provider or Enterprise Credit Support Provider (which may then assign any Eligible Assignee such Undivided Interest (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or portion thereof) so assigned or any interest therein shall notify to such party or parties as it may choose); and without limiting the Administrative Agentforegoing, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, from time to time, with prior or concurrent notice to Transferor and Collection Agent, in connection with any such assignmentone transaction or a series of transactions, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of the Purchaser's Investment and its rights and obligations under this Agreement and any other Agreement Documents to which it is party to a Conduit Assignee. Upon and to the extent of such assignment by the Purchaser to a Conduit Assignee, (i) such Conduit Assignee shall be the owner of the assigned portion of the Purchaser's Investment, (ii) the related administrative and or managing agent for such Purchaser will act as the Administrative Agent for such Conduit Assignee, with all corresponding rights and powers, express or implied, granted to the Administrative Agent hereunder or under the other Agreement Documents, (iii) such Conduit Assignee and its liquidity support provider(s) and credit support provider(s) and other related parties shall have the benefit of all the rights and protections provided to the Purchaser and its Enterprise Liquidity Support Provider(s) and Enterprise Credit Support Provider(s), respectively, herein and in the other Agreement Documents (including, without limitation, any limitation on recourse against such Purchaser or related parties, any agreement not to file or join in the filing of a petition to commence an insolvency proceeding against such Purchaser, and the right to assign to another Conduit Assignee as provided in this paragraph), (iv) such Conduit Assignee shall assume all (or a portion the assigned or assumed portion) of the Purchaser's obligations, if any, hereunder and any Asset Interest therein owned by it); providedother Agreement Document, however, that (i) each such assignment and the Purchaser shall be released from such obligations, in each case to the extent of a constantsuch assign- 73 74 ment, and the obligations of the Purchaser and such Conduit Assignee shall be several and not a varying, percentage of all rights and obligations under this Agreementjoint, (iiv) all distributions in respect of the Purchaser's Investment shall be made to the applicable agent or administrative agent, as applicable, on behalf of the Purchaser and such Conduit Assignee on a pro rata basis according to their respective interests, (vi) the amount being assigned pursuant to each such assignment (determined as definition of the date of the Assignment and Acceptance Agreement term "Commercial Paper Rate" with respect to the portion of the Purchaser's Investment funded with commercial paper issued by the Purchaser from time to time shall be determined in the manner set forth in the definition of "Commercial Paper Rate" applicable to the Purchaser on the basis of the interest rate or discount applicable to commercial paper issued by such assignment) shall in no event be less Conduit Assignee (rather than the lesser Purchaser), (vii) the defined terms and other terms and provisions of (x) $10,000,000 this Agreement and the other Agreement Documents shall be interpreted in accordance with the foregoing, and (yviii) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such timeif requested by the Agent or administrative agent with respect to the Conduit Assignee, (iii) the parties to each such assignment shall will execute and deliver such further agreements and documents and take such other actions as the Agent or administrative agent may reasonably request to evidence and give effect to the Administrative Agent and foregoing. No assignment by the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible a Conduit Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights the Purchaser's Investment shall in any way diminish the related Bank Investors' obligation under Section 13.5 to payment of Earned Discount) under this Agreement fund any Reinvestment not funded by the Purchaser or under such Conduit Assignee or to acquire from the Purchaser or such Conduit Assignee all or any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent portion of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and Purchaser's Investment. (iib) each The Purchaser may assign and grant a security interest in all any interest in, to and under any Undivided Interest owned by it, this Agreement and the other Agreement Documents to Bank of its rights America, as collateral agent or collateral trustee, and any successor in the Transaction Documents, together with all of its rights and interest in the Asset Interestsuch capacity, to secure each such Purchaser’s 's obligations under or in connection with the its Commercial Paper Notes, the related Enterprise Liquidity Agreement, the Enterprise Credit Support Agreement and certain other obligations of such the Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of Section 13.5(b), or, prior to the enforcement of such security interest, for purposes of any other provision of this Agreement. (c) The Transferor agrees to advise the Agent within five Business Days after notice to the Transferor of any proposed assignment by the Purchaser of any Undivided Interest (or portion thereof), not otherwise permitted under 74 75 subsection (a), of the Transferor's consent or non-consent to such assignment. If the Transferor does not consent to such assignment, the Purchaser may immediately assign such Undivided Interest (or portion thereof), to Bank of America, the Enterprise Liquidity Provider or the Enterprise Credit Support Provider or any Affiliate of Bank of America, the Enterprise Liquidity Provider or the Enterprise Credit Support Provider. All of the aforementioned assignments shall be upon such terms and conditions as the Purchaser and the assignee may mutually agree.

Restrictions on Assignments. (a) No Except as provided in the next sentence, neither the Seller Party nor Servicer may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement)Administrator. Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank Servicer may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations as Servicer under this Agreement to any of its Affiliates without prior written consent of the Administrator, provided that Servicer shall have given the Administrator ten days' prior written notice thereof. Purchaser may not assign its rights hereunder (including, without limitation, all although it may delegate its duties hereunder as expressly indicated herein) or a portion of any the Asset Interest therein owned (or any portion thereof) to any Person without the prior written consent of Seller, which shall not be unreasonably withheld (it being recognized and understood by itall parties hereto that all parties hereto shall deem it reasonable for Seller to withhold such consent if any such proposed assignment would, in the reasonable determination of Seller, cause Seller to be required to pay to any Affected Party any of the amounts referred to in Section 4.02); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights interests in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under Barclays or in connection with the Commercial Paper Notesany Affiliate of Barclays, or to any "bankruptcy remote" special purpose entity, the related business of which is administered by Barclays or any Affiliate of Barclays or to any Liquidity AgreementBank; provided, and certain other obligations of further, that such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered expected to cause an “assignment” prior increase in the Earned Discount Rate. (b) Seller agrees to advise the enforcement of such security interest, for purposes Administrator within five Business Days after notice to Seller of any provision proposed assignment by Purchaser of this Agreementthe Asset Interest (or any portion thereof), not otherwise permitted under subsection (a), of Seller's consent or non-consent to such assignment and, if it does not consent, the reasons therefor. If Seller does not consent to such assignment, Purchaser may immediately assign such Asset Interest (or portion thereof) to Barclays or any Affiliate of Barclays. All of the aforementioned assignments shall be upon such terms and conditions as Purchaser and the assignee may mutually agree.

Restrictions on Assignments. (ai) No Seller Party Any Lender may at any time, without the consent of the Borrower or the Agent, assign all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank and (ii) any Lender which is a fund or commingled investment vehicle that invests in commercial loans in the ordinary course of its business may at any time, without the consent of the Borrower or the Agent, pledge or assign all or any part of its rights under this Agreement and the other Transaction Documents to a trustee or other representative of holders of obligations owed or securities issued by such Lender as collateral to secure such obligations or securities; provided, however, that no such assignment or pledge shall release the transferor Lender from its obligations hereunder. Each Lender may assign to one or more banks or other entities all or any part or portion of its rightsrights and obligations hereunder (including, without limitation, its Commitment, its Notes or its Advances); provided, however, that each such assignment (i) shall be in form and substance acceptable to the Agent and (ii) shall be to a bank or other financial institution which is acceptable to the Agent in its sole discretion; provided, further, however, that no such assignment shall be permitted without the Borrower's prior written consent (which may be withheld in its sole and absolute discretion) unless an Event of Default shall have occurred and be continuing at the time thereof. Upon, and to the extent of, any assignment (unless otherwise stated therein) made by any Lender hereunder, the assignee or purchaser of such assignment shall be a Lender hereunder for all purposes of this Agreement. Without limiting the foregoing, each assignee and each purchaser of an assignment shall, to the fullest extent permitted by law, have the same rights and benefits hereunder with respect to the rights and benefits so assigned or participated as it would have if it were a Lender hereunder. (b) This Agreement and the rights and obligations of the Agent hereunder shall be assignable, in whole or in part, by the Agent and its successors and assigns with the prior written consent of the Borrower, provided that, if (i) such assignment is to an Affiliate of Nomura, (ii) it becomes unlawful for Nomura to serve as the Agent or (iii) an Event of Default exists, no such consent of the Borrower shall be necessary. (c) The Borrower may not assign its rights or delegate its duties obligations hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax Agent and each of the like, so long as such Seller Party remains liable for performance of such duties)Lenders. (bd) This Agreement and Without limiting any other rights that may be available under applicable law, the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall Lenders may be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party enforced through them or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereoftheir agents. (ce) Each Liquidity Bank Any Lender may, with the prior written consent of the Borrower (which may assign be withheld in its sole and absolute discretion) unless an Event of Default shall have occurred and be continuing at the time thereof, sell participations to any Eligible Assignee one or to any more banks or other Liquidity Bank entities (each, a "Participant") in all or a portion of its rights and obligations hereunder (including the outstanding Advances); provided that following the sale of a participation under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it); provided, however, that (i) each the obligations of such assignment Lender and the Borrower shall be remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of a constantsuch obligations and (iii) the Borrower, the Agent and not a varying, percentage of all the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, (ii) the amount being assigned . Any permitted agreement or instrument pursuant to each which such assignment (determined as Lender sells such a participation shall provide that the Participant shall not have any right to direct the enforcement of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto other Transaction Documents or to such Liquidity Agreementapprove any amendment, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under modification or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes waiver of any provision of this AgreementAgreement or the other Transaction Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (i) reduces the amount of principal or interest that is payable on account of any Advance or delays any scheduled date for payment thereof or (ii) reduces any fees payable by the Borrower to the Agent (to the extent relating to payments to the Participant) or delays any scheduled date for payment of such fees.

Restrictions on Assignments. (a) No Seller Except to the extent permitted by the Transaction Documents, no Loan Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of each of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties)Agents. (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to Any Conduit may, at any Eligible Assignee (includingtime, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest assign all or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller portion of any such assignment. Each assignor of a Asset Interest its Loans, or any interest therein maysell participations therein, in connection with any such assignment, disclose to (i) its Constituent Liquidity Banks or the assignee Enhancement Providers (or potential assignee any information relating to any Seller Party its Co-Agent for the ratable benefit of its Constituent Liquidity Banks) or any Originator, furnished to such assignor by or on behalf of such Seller Party or (ii) another multi-seller commercial paper conduit administered by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information Co-Agent which is confidential in accordance with the provisions of Section 14.7 hereofrated at least “A-1” by S&P and “P-1” by Mxxxx’x. (c) Each Liquidity Bank In addition to, and not in limitation of, assignments and participations described in Section 12.1(b): (i) each of the Lenders may assign all or any portion of its Loans and, if applicable, its Commitment and Liquidity Commitment, to any Eligible Assignee with the prior written consent of (A) Borrower and (B) such Lender’s applicable Co-Agent, which consents shall not be unreasonably withheld or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)delayed; provided, however, that no such consent shall be required if such Eligible Assignee is already a Lender or Liquidity Bank party to this Agreement or if any Amortization Event exists and is continuing and the aggregate Liquidity Commitments, after giving effect to such assignment, would not be reduced solely because of such assignment; (iii) each such assignment shall be of a constantthe Lenders may, and not a varyingwithout the prior written consent of Borrower or any of the Agents, percentage sell participations in all or any portion of all their respective rights and obligations in, to and under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent Transaction Documents and the Purchaser Agent Obligations in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently accordance with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity AgreementSection 12.2. (d) Notwithstanding any other provision Nothing herein shall limit the ability of this Section 12.1, (i) any Liquidity Bank may at any time pledge or Lender to grant a security interest in all or any portion of its Loans or rights (including, without limitation, rights to payment of Earned Discount) under in this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank Lender to a Federal Reserve Bank, without notice to or consent of the Seller Bank or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may beother Governmental Authority, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and any Lender that is a Conduit to grant a security interest in all of its Loans or rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior this Agreement to the enforcement of program collateral agent or trustee for such security interest, for purposes of any provision of this Conduit’s commercial paper program. Second Amended and Restated Credit and Security Agreement.

Restrictions on Assignments. (a) No Seller Except to the extent permitted by the Transaction Documents, no Loan Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of each of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliateand, such as payrollif required by any Conduit, financial reporting, tax and satisfaction of the like, so long as such Seller Party remains liable for performance of such duties)Rating Agency Condition. (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership Each of the Asset InterestConduits may, at any time, assign all or any portion of any of its Loans, or sell participations therein, to its Constituent Liquidity Banks (or to its Co-Agent for the ratable benefit of its Constituent Liquidity Banks) shall be assignable or to any other multi-seller commercial paper conduit administered by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor same Co-Agent or one of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of its Affiliates provided such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information conduit issues commercial paper which is confidential in accordance with rated as least as high as the provisions of Section 14.7 hereofassigning Conduit’s. (c) Each In addition to, and not in limitation of, assignments and participations described in Section 12.1(b): (i) in the event that any of the Liquidity Banks becomes a Downgraded Liquidity Bank, such Downgraded Liquidity Bank shall give prompt written notice of its Downgrading Event to the applicable Co-Agent and Borrower. Within 5 Business Days after Borrower’s receipt of such notice, Borrower may assign to any propose an Eligible Assignee or who is willing to any other accept an assignment of, and to assume, such Downgraded Liquidity Bank all or a portion of its Bank’s rights and obligations under this Agreement and under the applicable Liquidity Agreement. In the event that Borrower fails to propose such an Eligible Assignee within such 5 Business Day period, or such Eligible Assignee does not execute and deliver assignment and assumption documents reasonably acceptable to such Downgraded Liquidity Bank and the applicable Co-Agent and pay the Downgraded Liquidity Bank’s Obligations in full, in each case, not later than 5:00 p.m. (includingNew York City time) on the 10th Business Day following Borrower’s receipt of notice of such Downgrading Event, the applicable Co-Agent may identify an Eligible Assignee without limitationBorrower’s consent, and the Downgraded Liquidity Bank shall promptly assign its rights and obligations to the Eligible Assignee designated by such Co-Agent against payment in full of its Obligations; (ii) each of the Lenders may assign all or a any portion of its Loans and, if applicable, its Commitment and Liquidity Commitment, to any Asset Interest therein owned by it)Eligible Assignee with the prior written consent of (A) Borrower and (B) such Lender’s applicable Co-Agent, which consents shall not be unreasonably withheld or delayed; provided, however, that (i) each no such assignment consent shall be of required if such Eligible Assignee is already a constantLiquidity Bank party to this Agreement and the aggregate Liquidity Commitments, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect after giving effect to such assignment) shall in no event , would not be less than the lesser reduced solely because of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, assignment; (iii) each of the parties to each such assignment shall execute and deliver to Lenders may, without the Administrative Agent and prior written consent of Borrower or any of the Purchaser Agent in such Liquidity Bank’s Purchaser GroupAgents, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest sell participations in all or any portion of its their respective rights and obligations in, to and under the Transaction Documents and the Obligations to any bank or other financial entity (includingeach, without limitation, rights a “Participant”) in accordance with Sections 12.2 and 14.5. (d) Nothing herein shall limit the ability of any Conduit to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior therein to the enforcement of program collateral agent for such security interest, for purposes of any provision of this AgreementConduit’s Promissory Note program.

Restrictions on Assignments. (a) No Seller Party None of IKON Capital, --------------------------- the Transferor or the Transferee may assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an AffiliateAgent, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). Transferee may not assign the Transferee's Interest (bor any portion thereof) This Agreement and to any Person without the Purchasers’ rights and obligations herein (including ownership prior written consent of the Asset Interest) Transferor, which consent shall not be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)unreasonably withheld; provided, however, that -------- ------- (i) each such assignment shall be of a constantthe Transferee may assign, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all in, the Transferee's Interest (or any portion of its rights (including, without limitation, rights thereof) to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Deutsche Bank, without notice to the Liquidity Banks (or consent any successor of any thereof by merger, consolidation or otherwise), or any Affiliate of Deutsche Bank or any of the Seller Liquidity Banks (which may then assign the Transferee's Interest (or any Agent; provided that no such pledge portion thereof so assigned) or grant of a security any interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or therein to such Liquidity Agreement, party or parties as the case it may bechoose); and and (ii) each Purchaser the Transferee may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its Transferee's Interest and the Transferee's rights and interest interests in, to and under this Agreement and the other Transaction Documents to DBNY, as Collateral Agent, and any successor in the Asset Interestsuch capacity, to secure such Purchaser’s the Transferee's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, the Enhancement Agreement and any letter of credit issued thereunder, and certain other obligations of such Purchaser the Transferee incurred in connection with the funding of the Purchases Transfers and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of Section 12.01(b), ---------------- Section 12.03 or 12.04 or, prior to the enforcement of such security ------------- ----- interest, for purposes of any other provision of this Agreement. (b) The Transferor agrees to advise the Agent within five Business Days after notice to the Transferor of any proposed assignment by the Transferee of the Transferee's Interest (or any portion thereof), not otherwise permitted under subsection (a), of the Transferor's consent or non-consent to such -------------- assignment. If the Transferor does not consent to such assignment, the Transferee may immediately assign the Transferee's Interest (or such portion) to Deutsche Bank, any of the Liquidity Banks or any Affiliate of Deutsche Bank or any of the Liquidity Banks. All of the aforementioned assignments shall be upon such terms and conditions as the Transferee and the assignee may mutually agree.

Restrictions on Assignments. (a) No Seller Party The Borrower may not assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents Agent and neither the Insurer nor any Investor may assign its rights hereunder, any Advance or the Note (except a Seller Party may delegate certain administrative duties or any portion thereof) to an Affiliateany Person without the prior written consent of the Borrower or the Insurer (as the Borrower only, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall consent not to be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by itunreasonably withheld); provided, however, that (i) each such assignment shall be of a constantany Lender may assign, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in in, all or any portion of the Advances and the Note to (i) CSFB or any of its rights Affiliates or (includingii) any Person managed by CSFB or any of its Affiliates, and (iii) and to any Person providing liquidity with respect to this Agreement (each, an "Eligible Assignee"), in each case under clauses (i), (ii) and (iii) above, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or the prior written consent of the Seller Borrower or the Insurer; provided, further, however, that after the occurrence of the Facility Termination Date, any Agent; provided that no such pledge Lender may, subject to the provisions of Section 16.5, assign all or grant a portion of any Note held by it to a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity AgreementPerson other than those identified in clauses (i), as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser and (iii) above without the prior written consent of the Borrower or the Insurer; provided, further, however, that if the Facility Termination Date shall have occurred as a result of the occurrence of an Insurer Default or a Secondary Rating Event, the Borrower shall have the right, but not the obligation, to bid in any public or private sale of the Notes to purchase the Note from the Lenders. Within five Business Days after notice to the Borrower of any proposed assignment by an Investor for which the Borrower's consent is required, the Borrower agrees to advise the Agent of its consent or non-consent thereto. If the Borrower does not consent to such assignment by the end of such five Business Day period, such Investor may immediately assign and grant a security interest the Advances and/or its Note (or portion thereof) that was subject to such proposal to an Eligible Assignee referred to in either clause (i), (ii) or (iii) of the previous paragraph. Subject to Section 16.2, all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreement.aforementioned assignments

Restrictions on Assignments. (a) No Seller Party None of Seller, KBK or XXX, individually or as the Relationship Bank (except, in the case of the Relationship Bank, as otherwise agreed among the parties hereto), may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Administrator. Purchaser may not assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties hereunder as expressly indicated herein) or the Asset Interest (or any portion thereof) to an Affiliateany Person without the prior written consent of Seller, such as payrollwhich consent shall not be unreasonably withheld; PROVIDED, financial reportingHOWEVER, tax and the like, so long as such Seller Party remains liable for performance of such duties).that (bi) This Agreement and the Purchasers’ Purchaser may assign all (but not part) of its rights and obligations herein interests in the Transaction Documents, together with all (including ownership but not part) of its interest in the Asset Interest) shall be assignable by , to XXX Capital, the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest Liquidity Banks or XXX, or any interest therein mayAffiliate of either of them, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank "bankruptcy remote" special purpose entity the business of which is administered by XXX Capital or any Affiliate of XXX; and (ii) Purchaser may assign all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any the Asset Interest therein owned by it); provided, however, that (i) each such assignment shall be of a constantto the Liquidity Banks in connection with any Liquidity Funding, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to the Collateral Agent, to secure such Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, the Credit Agreement and any letter of credit issued thereunder, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and assignments and/or grant of a security interest (and any subsequent assignment by the Collateral Agent) shall not be considered an “"assignment” " for purposes of SECTION 12.01(B) or, prior to the enforcement of such security interest, for purposes of any other provision of this AgreementAgreement (other than SECTION 12.03). (b) Seller agrees to advise the Administrator within five Business Days after notice to Seller of any proposed assignment by Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under SUBSECTION (A), of Seller's consent or non-consent to such assignment, and if it does not consent, the reasons therefor. If Seller does not consent to such assignment, Purchaser may immediately or at any time thereafter assign such Asset Interest (or portion thereof) to any Person or Persons permitted under CLAUSE (I) of SECTION 12.01(A).

Restrictions on Assignments. (a) No Neither Seller Party nor Parent may assign its rights, or delegate its duties duties, hereunder or any interest herein without the prior written consent of the Agents Administrator. Purchaser may not assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties to an Affiliate, such hereunder as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (bexpressly indicated herein) This Agreement and the Purchasers’ rights and obligations herein (including ownership of or the Asset InterestInterest (or any portion thereof) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (includingPerson without the prior written consent of Seller, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein which consent shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)not be unreasonably withheld; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights interests in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure (i) Fleet or any Affiliate thereof, or (ii) to any "bankruptcy remote" special purpose entity the business of which is administered by Fleet or any Affiliate thereof, so long as such Purchaser’s obligations under entity has the ability to issue commercial paper notes, or to cause the issuance of commercial paper notes, to fund the Asset Interest or (iii) to any Program Support Provider. If Purchaser notifies Seller and Parent that it has decided to assign its rights and delegate its duties hereunder to one or more Program Support Providers (or an agent therefor), Seller and Parent agree to enter into such amendments hereto and to the other Transaction Documents as the Administrator may reasonably request to reflect such assignment and delegation, provided that, unless a Liquidation Event exists, the Administrator shall be responsible for all reasonable out-of-pocket costs and expenses incurred by Seller and Parent in connection with therewith. (b) Seller agrees to advise the Commercial Paper NotesAdministrator within five (5) Business Days after notice to Seller of any proposed assignment by Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under subsection (a), of Seller's consent or non-consent to such assignment and if it does not consent, the related Liquidity Agreementreasons therefor. If Seller does not respond in such time period, and certain other obligations of Seller shall be deemed to have consented to such Purchaser incurred in connection with the funding assignment. All of the Purchases aforementioned assignments shall be upon such terms and Reinvestments hereunder, which assignment conditions as Purchaser and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreementassignee may mutually agree.

Restrictions on Assignments. (a) No Neither Seller Party nor Parent may assign its rights, or delegate its duties duties, hereunder or any interest herein without the prior written consent of the Agents Administrator. No Purchaser may assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties to an Affiliate, such hereunder as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (bexpressly indicated herein) This Agreement and the Purchasers’ rights and obligations herein (including ownership of or the Asset InterestInterest (or any portion thereof) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (includingPerson without the prior written consent of Seller, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein which consent shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)not be unreasonably withheld; provided, however, that (i) each that, without such assignment shall be of a constantconsent, and not a varying, percentage of Conduit Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights interests in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure (i) Fleet or any Subsidiary thereof, or (ii) to any "bankruptcy remote" special purpose entity the business of which is administered by Fleet or any Subsidiary thereof, so long as such Purchaser’s obligations under entity has the ability to issue commercial paper notes, or in connection with to cause the Commercial Paper Notesissuance of commercial paper notes, to fund the related Asset Interest or (iii) to any Liquidity Agreement, Bank (or agent on behalf of the Liquidity Banks). If Conduit Purchaser notifies Seller and certain other Parent that it has decided to assign its rights and delegate its duties hereunder to the Liquidity Banks (or an agent therefor) and the Liquidity Banks agree to assume the obligations of the Conduit Purchaser hereunder, Seller and Parent agree to enter into such amendments hereto and to the other Transaction Documents as the Administrator may reasonably request to reflect such assignment and delegation. (b) Seller agrees to advise the Administrator within ten (10) Business Days after notice to Seller of any proposed assignment by a Purchaser incurred in connection with the funding of the Purchases Asset Interest (or any portion thereof), not otherwise permitted under subsection (a), of Seller's consent or non-consent to such assignment. All of the aforementioned assignments shall be upon such terms and Reinvestments hereunder, which assignment conditions as the assigning Purchaser and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreementassignee may mutually agree.

Restrictions on Assignments. (a) No Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Administrative Agent. The Purchaser may not assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties hereunder as expressly indicated herein) or the Asset Interest (or any portion thereof) to an Affiliate, such as payroll, financial reporting, tax and any Person without the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership prior written consent of the Asset Interest) Seller, which consent shall not unreasonably be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)withheld; provided, however, that that (i) each such assignment shall be of a constant, and not a varying, percentage of The Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under interests in the Transaction Documents, together with all its interest in the Asset Interest, to any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1Bank, (i) any Liquidity Bank may at any time pledge or grant a security interest in all Wachovia, or any portion Affiliate thereof, or to any "bankruptcy remote" special purpose entity, the business of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller which is administered by Wachovia or any AgentAffiliate thereof (which assignee shall then be subject to this Article XII); provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and and (ii) each The Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such the Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such the Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of Section 12.1(b) or, prior to the enforcement of such security interest, for purposes of any other provision of this AgreementAgreement (other than Section 12.3); and (iii) the Master Servicer may delegate its duties provided herein (but the Master Servicer shall remain liable for such duties) to any Originator who agrees to act as a Servicer hereunder and assumes in writing the obligations of the Master Servicer hereunder with respect to that portion of the Pool Receivables originated by such Originator. (b) The Seller agrees to advise the Administrative Agent within five Business Days after notice to the Seller of any proposed assignment by the Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under subsection (a), of the Seller's consent or non-consent to such assignment, and if it does not consent, the reasons therefor. If the Seller does not consent to such assignment, the Purchaser may immediately or at any time thereafter assign such Asset Interest (or portion thereof) to any Person or Persons permitted under clause (i) of Section 12.1(a).

Restrictions on Assignments. (a) No Except as provided in the next sentence, neither the Seller Party nor Servicer may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement)Administrator. Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank Servicer may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations as Servicer under this Agreement to any of its Affiliates without prior written consent of the Administrator, provided that Servicer shall have given the Administrator ten days’ prior written notice thereof. Purchaser may not assign its rights hereunder (including, without limitation, all although it may delegate its duties hereunder as expressly indicated herein) or a portion of any the Asset Interest therein owned (or any portion thereof) to any Person without the prior written consent of Seller, which shall not be unreasonably withheld (it being recognized and understood by itall parties hereto that all parties hereto shall deem it reasonable for Seller to withhold such consent if any such proposed assignment would, in the reasonable determination of Seller, cause Seller to be required to pay to any Affected Party any of the amounts referred to in Section 4.02); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights interests in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under Barclays or in connection with the Commercial Paper Notesany Affiliate of Barclays, or to any “bankruptcy remote” special purpose entity, the related business of which is administered by Barclays or any Affiliate of Barclays or to any Liquidity AgreementBank; provided, and certain other obligations of further, that such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered expected to cause an “assignment” prior increase in the Earned Discount Rate. (b) Seller agrees to advise the enforcement of such security interest, for purposes Administrator within five Business Days after notice to Seller of any provision proposed assignment by Purchaser of this Agreementthe Asset Interest (or any portion thereof), not otherwise permitted under subsection (a), of Seller’s consent or non-consent to such assignment and, if it does not consent, the reasons therefor. If Seller does not consent to such assignment, Purchaser may immediately assign such Asset Interest (or portion thereof) to Barclays or any Affiliate of Barclays. All of the aforementioned assignments shall be upon such terms and conditions as Purchaser and the assignee may mutually agree.

Restrictions on Assignments. (a) No Neither Seller Party nor Parent may assign its rights, or delegate its duties duties, hereunder or any interest herein without the prior written consent of the Agents Administrator. Purchaser may not assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties to an Affiliate, such hereunder as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (bexpressly indicated herein) This Agreement and the Purchasers’ rights and obligations herein (including ownership of or the Asset InterestInterest (or any portion thereof) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (includingPerson without the prior written consent of Seller, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein which consent shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)not be unreasonably withheld; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights interests in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure (i) Fleet or any Affiliate thereof, or (ii) to any "bankruptcy remote" special purpose entity the business of which is administered by Fleet or any Affiliate thereof, so long as such Purchaser’s obligations entity has the ability to issue commercial paper notes, or to cause the issuance of commercial paper notes, to fund the Asset Interest or (iii) to any Program Support Provider. If Purchaser notifies Seller and Parent that it has decided to assign its rights and delegate its duties hereunder to one or more Program Support Providers (or an agent therefor), Seller and Parent agree to enter into such amendments hereto and to the other Transaction Documents as the Administrator may reasonably request to reflect such assignment and delegation. (b) Seller agrees to advise the Administrator within five (5) Business Days after notice to Seller of any proposed assignment by Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under subsection (a), of Seller's consent or in connection with the Commercial Paper Notesnon-consent to such assignment and if it does not consent, the related Liquidity Agreementreasons therefor. If Seller does not respond in such time period, and certain other obligations of Seller shall be deemed to have consented to such Purchaser incurred in connection with the funding assignment. All of the Purchases aforementioned assignments shall be upon such terms and Reinvestments hereunder, which assignment conditions as Purchaser and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreementassignee may mutually agree.

Restrictions on Assignments. (a) No Seller Party Neither Borrower nor Bowater may assign its rights, rights or delegate its duties hereunder obligations under the Transaction Documents to which it is a party or any interest herein therein without the prior written consent of each of the Agents (Agents, except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable Administrative Agent for performance the benefit of such duties)the Secured Parties. (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns Subject to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights Sections 6.1 and obligations under this Agreement (including13.4, without limitation, all or a portion of any Asset Interest therein owned by it); provided, however, that (i) each such assignment nothing herein shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant deemed to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank preclude any Lender from pledging or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in assigning all or any portion of its rights Loans to (including, without limitation, rights to payment of Earned Discounti) under this Agreement any multi-seller commercial paper conduit administered by a Co-Agent or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any one of its obligations hereunder or under such Liquidity Agreement, as the case may beAffiliates whose commercial paper is rated at least A-1 by S&P and P-1 by Xxxxx'x, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) any Liquidity Bank or other Support Provider (or any successor of any thereof by merger, consolidation or otherwise) or any Affiliate of the foregoing, in each Purchaser of the foregoing cases, which may then assign all or any portion thereof so assigned or any interest therein to such party or parties as it may choose. Each Co-Agent shall promptly provide notice of any assignment by any member of its Group to each applicable Rating Agency and grant Borrower. Subject to Section 13.2, all of the aforementioned assignments shall be upon such terms and conditions as the applicable Lender and its assignee may mutually agree. Upon any assignment described in clause (i) of this Section 13.1(b) by a security Conduit Lender of all its right, title and interest in all of its rights in and to the Transaction Documents, together with all of its rights and interest references in the Asset InterestTransaction Documents to the assigning Conduit Lender or its Co-Agent shall be deemed to have been replaced with references to the assignee Conduit Lender and its Co-Agent, and CP Costs for the assignee's Group shall be computed with reference to secure such Purchaser’s obligations under or in connection with the assignee Conduit Lender's Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreement.

Restrictions on Assignments. (a) No Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Agents. No Purchaser may assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties to an Affiliate, such hereunder as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (bexpressly indicated herein) This Agreement and the Purchasers’ rights and obligations herein (including ownership or any portion of the Asset Interest) shall be assignable Interest funded by the Purchasers and their successors and assigns related Purchaser Group to any Eligible Assignee (includingPerson without the prior written consent of the Seller, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein which consent shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)not be unreasonably withheld; provided, however, that that (i) each such assignment shall be of a constant, and not a varying, percentage of Any Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under interests in the Transaction Documents, together with all its interest in the Asset Interest, to any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1Bank, (i) any Liquidity Bank may at any time pledge or grant a security interest in all Wachovia, BTM or any portion Affiliate thereof, or to any “bankruptcy remote” special purpose entity, the business of its rights (includingwhich is administered by Wachovia, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller BTM or any AgentAffiliate thereof (which assignee shall then be subject to this Article XII); provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and and (ii) each Each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” for purposes of Section 12.1(b) or, prior to the enforcement of such security interest, for purposes of any other provision of this AgreementAgreement (other than Section 12.3). (b) The Seller agrees to advise the Agents within five (5) Business Days after notice to the Seller of any proposed assignment by any Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under subsection (a) above, of the Seller’s consent or non-consent to such assignment, and if it does not consent, the reasons therefor. If the Seller does not consent to such assignment, each Purchaser may immediately or at any time thereafter assign such Asset Interest (or portion thereof) to any Person or Persons permitted under Section 12.1(a)(i).

Restrictions on Assignments. (a) No Seller Party None of SCI, Seller, Guarantor or Purchaser may assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the and Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset may not assign its Purchaser's Interest (or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating portion thereof) to any Seller Party or any OriginatorPerson without the prior written consent of Seller, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)consent shall not be unreasonably withheld; provided, however, that that (i) each such assignment shall be of a constantPurchaser may assign, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all in, its Purchaser's Interest (or portion thereof) to BofA, any Program Support Provider (or any portion successor of its rights (includingany thereof by merger, without limitationconsolidation or otherwise), rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller other commercial paper conduit administered by BofA or any Agent; provided that no such pledge Affiliate thereof, any Affiliate of BofA or grant of a security any Program Support Provider (which may then assign the Purchaser's Interest (or portion thereof) so assigned or any interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or therein to such Liquidity Agreement, party or parties as the case it may bechoose); and and (ii) each Purchaser may assign and grant a security interest in all of any interest in, to and under its rights Purchaser's Interest, this Agreement and the other Agreement Documents to BofA, as Collateral Trustee, and any successor in the Transaction Documents, together with all of its rights and interest in the Asset Interestsuch capacity, to secure such Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity any Program Support Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of Section 12.01(b), Section 12.03 or 12.04 or, prior to the enforcement of such security interest, for purposes of any other provision of this Agreement. (b) Seller agrees to advise the Administrative Agent within five (5) Business Days after receipt by Seller of written notice of any proposed assignment by Purchaser of its Purchaser's Interest (or portion thereof), not otherwise permitted under subsection (a), of Seller's consent or non-consent to such assignment. If Seller does not consent to such assignment, Purchaser may immediately assign its Purchaser's Interest (or portion thereof) to BofA, any Program Support Provider or any Affiliate of BofA or any Program Support Provider. All of the aforementioned assignments shall be upon such terms and conditions as Purchaser and the assignee may mutually agree.

Restrictions on Assignments. (a) No Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). . No Purchaser may assign its rights hereunder (balthough it may delegate its duties hereunder as expressly indicated herein) This Agreement and or the Purchasers’ rights and obligations herein (including ownership portion of the Asset Interest) shall be assignable Interest funded by the Purchasers and their successors and assigns related Purchaser Group (or any portion thereof) to any Eligible Assignee (includingPerson without the prior written consent of the Seller, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein which consent shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)not be unreasonably withheld; provided, however, that that (i) each such assignment shall be of a constant, and not a varying, percentage of Any Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under interests in the Transaction Documents, together with all its interest in the Asset Interest, to any Liquidity Agreement. (d) Notwithstanding any other provision Bank, Bank of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all America or any portion Affiliate thereof, or to any “bankruptcy remote” special purpose entity, the business of its rights (including, without limitation, rights to payment which is administered by Bank of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller America or any AgentAffiliate thereof (which assignee shall then be subject to this Article XII); provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and and (ii) each Each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” for purposes of Section 12.1(b) or, prior to the enforcement of such security interest, for purposes of any other provision of this AgreementAgreement (other than Section 12.3). (b) The Seller agrees to advise the Agents within five (5) Business Days after notice to the Seller of any proposed assignment by any Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under subsection (a), of the Seller’s consent or non-consent to such assignment, and if it does not consent, the reasons therefor. If Seller does not consent to such assignment, each Purchaser may immediately or at any time thereafter assign such Asset Interest (or portion thereof) to any Person or Persons permitted under clause (i) of Section 12.1(a).

Restrictions on Assignments. (ai) No Seller Except to the extent permitted by the Transaction Documents, no Loan Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of each of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliateand, such as payrollif required by any Conduit, financial reporting, tax and satisfaction of the like, so long as such Seller Party remains liable for performance of such duties)Rating Agency Condition. (bii) This Agreement and the Purchasers’ rights and obligations herein (including ownership Each of the Asset InterestConduits may, at any time, assign all or any portion of any of its Loans, or sell participations therein, to any Lenders in its Group (or to its Co-Agent for the ratable benefit of the Lenders in its Group which are not Conduits) shall be assignable or to any of its Liquidity Providers or to any other multi-seller commercial paper conduit administered by the Purchasers same Co-Agent or one of its Affiliates provided such conduit issues commercial paper which is rated as least as high as the assigning Conduit’s. (iii) In addition to, and their successors not in limitation of, assignments and assigns participations described in Section 12.1(b): (1) each of the Lenders may assign all or any portion of its Loans and, if applicable, its Maximum Advance Amount, to any Eligible Assignee with the prior written consent of (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative A) Borrower and (B) such Lender’s applicable Co-Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest which consent shall not be unreasonably withheld or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)delayed; provided, however, that no such consent shall be required if such Eligible Assignee is already a Lender party to this Agreement or an affiliate of such Lender; and (i2) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date Lenders may, without the prior written consent of Borrower or any of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such timeAgents, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest sell participations in all or any portion of their respective rights and obligations in, to and under the Transaction Documents and the Obligations to any bank or other financial entity (each, a “Participant”) in accordance with Sections 12.2 and 14.5. (iv) Nothing herein shall limit the ability of any Conduit to grant a security interest in its rights and interests (including, without limitation, rights to payment of Earned DiscountLoans) under this Agreement to the program collateral agent for such Conduit’s Promissory Note program or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or Provider to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this AgreementConduit.

Restrictions on Assignments. (a) No Seller Party Except as set forth in Section 12.05, neither Seller, APR, Parent, nor Norwest, individually or as the Relationship Bank (except as otherwise provided in the Relationship Bank Agreement) nor the Administrator, may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Administrator and the Relationship Bank. Purchaser may not assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties to an Affiliate, such hereunder as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (bexpressly indicated herein) This Agreement and the Purchasers’ rights and obligations herein (including ownership of or the Asset InterestInterest (or any portion thereof or interest therein) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, Person without limitation, pursuant to a Liquidity Agreement). Each assignor the prior written consent of an Asset Interest or any interest therein Seller which consent shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)not be unreasonably withheld; provided, however, that that, without the prior consent of any Person: (i) each such assignment shall be of a constant, and not a varying, percentage of Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage any part of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1interests in the Transaction Documents, (i) any Liquidity Bank may at any time pledge or grant a security interest in together with all or any portion of its rights (includinginterest in the Asset Interest, without limitationto the Backup Purchaser, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to the Liquidity Agent, State Street Capital or consent of the Seller Norwest, or any Agent; provided that no such pledge of them, or grant any Affiliate of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may bethem, or substitute to any such pledgee "bankruptcy remote" special purpose entity the business of which is administered by State Street Capital or grantee for such Liquidity Bank as a party hereto any Affiliate of State Street Capital or to such Liquidity Agreement, as the case may beNorwest or any Affiliate of Norwest; and and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to the Collateral Agent and the Liquidity Agent, to secure such Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, the Credit Agreement and any letter of credit issued thereunder, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest (and any subsequent assignment by the Collateral Agent and/or the Liquidity Agent) shall not be considered an “"assignment” " for purposes of Section 12.01 or, prior to the enforcement of such security interest, for purposes of any other provision of this Agreement. (b) Seller agrees to advise the Administrator within five Business Days after notice to Seller of any proposed assignment by Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under subsection (a), of Seller's consent or non-consent to such assignment and if it does not consent, the reasons therefor. If Seller does not consent to such assignment, Purchaser may immediately assign such Asset Interest (or portion thereof) to State Street Capital, Norwest or any Affiliate of State Street Capital or Norwest. All of the aforementioned assignments shall be upon such terms and conditions as Purchaser and the assignee may mutually agree.

Restrictions on Assignments. (a) No Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Administrative Agent. The Purchaser may not assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties hereunder as expressly indicated herein) or the Asset Interest (or any portion thereof) to an Affiliate, such as payroll, financial reporting, tax and any Person without the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership prior written consent of the Asset Interest) Seller, which consent shall not be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)unreasonably withheld; provided, however, that that (i) each such assignment shall be of a constant, and not a varying, percentage of The Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under interests in the Transaction Documents, together with all its interest in the Asset Interest, to any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1Bank, (i) any Liquidity Bank may at any time pledge or grant a security interest in all Wachovia, or any portion Affiliate thereof, or to any "bankruptcy remote" special purpose entity, the business of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller which is administered by Wachovia or any AgentAffiliate thereof (which assignee shall then be subject to this Article XII); provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and and (ii) each The Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such the Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such the Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of Section 12.1(b) or, prior to the enforcement of such security interest, for purposes of any other provision of this AgreementAgreement (other than Section 12.3). (b) The Seller agrees to advise the Administrative Agent within five Business Days after notice to the Seller of any proposed assignment by the Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under subsection (a) above, of the Seller's consent or non-consent to such assignment, and if it does not consent, the reasons therefor. If the Seller does not consent to such assignment, the Purchaser may immediately or at any time thereafter assign such Asset Interest (or portion thereof) to any Person or Persons permitted under Section 12.1(a)(i).

Restrictions on Assignments. (a) No Seller Party Except as provided in the next sentence, none of Seller, Servicer or State Street Bank, individually or as the Relationship Bank (except as otherwise provided in the Relationship Bank Agreement), may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement)Administrator. Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank Servicer may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations as Servicer under this Agreement to any of its Affiliates without prior written consent of the Administrator, provided that Servicer shall have given the Administrator ten days' prior written notice thereof. Purchaser may not assign its rights hereunder (including, without limitation, all although it may delegate its duties hereunder as expressly indicated herein) or a portion of any the Asset Interest therein owned (or any portion thereof) to any Person without the prior written consent of Seller, which shall not be unreasonably withheld (it being recognized and understood by itall parties hereto that all parties hereto shall deem it reasonable for Seller to withhold such consent if any such proposed assignment would, in the reasonable determination of Seller, cause Seller to be required to pay to any Affected Party any of the amounts referred to in Section 4.02); provided, however, that that (i) each such assignment shall be of a constant, and not a varying, percentage of Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1interests in the Transaction Documents, (i) any Liquidity Bank may at any time pledge or grant a security together with all its interest in all the Asset Interest, to State Street Capital or State Street Bank, or both, or any portion Affiliate of its rights (includingeither of them, without limitationor to any "bankruptcy remote" special purpose entity, rights to payment the business of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller which is administered by State Street Capital or any AgentAffiliate of State Street Capital provided, that such assignment shall not cause a material increase in the Earned Discount Rate; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to the Collateral Agent, to secure such Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, the Credit Agreement and any letter of credit issued thereunder, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest (and any subsequent assignment by the Collateral Agent) shall not be considered an “"assignment” " for purposes of this Section 12.01 or, prior to the enforcement of such security interest, for purposes of any other provision of this Agreement. (b) Seller agrees to advise the Administrator within five Business Days after notice to Seller of any proposed assignment by Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under subsection (a), of Seller's consent or non-consent to such assignment and, if it does not consent, the reasons therefor. If Seller does not consent to such assignment, Purchaser may immediately assign such Asset Interest (or portion thereof) to State Street Capital, State Street Bank or any Affiliate of Sxxxx Xxxxxx Xxxxxxx xx Xxxxx Xxxxxt Bank. All of the aforemxxxxxxxx xxxxxxxxxxx xxxxx xx xxxx xxxx xerms and conditions as Purchaser and the assignee may mutually agree.

Restrictions on Assignments. (a) No Seller Transaction Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Administrator. Transferee may not assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties hereunder to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (bextent expressly indicated herein) This Agreement and the Purchasers’ rights and obligations herein (including ownership of or the Asset InterestInterest (or any portion thereof) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (includingPerson without the prior written consent of Transferor, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein which consent shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)not be unreasonably withheld; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of Transferee may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage any part of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights interests in the Transaction Documents, together with all or any part of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under any Liquidity Bank, Wachovia, or in connection with the Commercial Paper Notesany Affiliate thereof, or to any "bankruptcy remote" special purpose entity, the related business of which is administered by Wachovia or any Affiliate thereof (which assignee shall then be subject to this Article XII). The Administrator agrees to discuss the addition of any party as a Liquidity AgreementBank with Transferor prior to such addition. (b) Transferor agrees to advise the Administrator within five (5) Business Days after notice to Transferor of any proposed assignment by Transferee of the Asset Interest (or any portion thereof), not otherwise permitted under Section 12.01(a), of Transferor's consent or non-consent to such assignment, and certain other obligations of if it does not consent, the reasons therefor. If Transferor does not consent to such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunderassignment, which assignment and grant of a security interest shall not be considered an “assignment” prior Transferee may immediately or at any time thereafter assign such Asset Interest (or portion thereof) to the enforcement of such security interest, for purposes of any provision of this Agreement.Person or Persons permitted under Section 12.01(a). -57- 65

Restrictions on Assignments. (a) This Agreement and the Noteholder's rights and obligations herein (including ownership of the Note) shall be assignable, in whole or in part, by the Noteholder and its successors and assigns with the prior written consent of Issuer; provided, however, that such consent shall not be unreasonably withheld; -------- ------- and provided, further, that no such consent shall be required if the assignment -------- ------- is made to PNC, any Affiliate of PNC (other than a director or officer of PNC), any Purchaser or other Program Support Provider or any Person which is (i) in the business of issuing commercial paper notes and (ii) associated with or administered by PNC or any Affiliate of PNC. Each assignor may, in connection with the assignment, disclose to the applicable assignee any information relating to Issuer or the Collateral furnished to such assignor by or on behalf of the Noteholder, Issuer or the Administrator. (b) Noteholder may at any time grant to one or more banks or other institutions (each a "Purchaser") party to the Liquidity Agreement or other --------- Program Support Provider participating interests in the Noteholder Loans. In the event of any such grant by Noteholder of a participating interest to a Purchaser or other Program Support Provider, except as set forth in paragraph (f) below, ------------- the Noteholder shall remain solely responsible for the performance of its obligations hereunder. Issuer agrees that each Purchaser shall be entitled to the benefits of Sections 4.02 and 4.03. No Seller Party bank or other financial institution ------------- ---- (other than those existing as such on the date hereof) shall become a party to the Liquidity Agreement as a Purchaser without the prior written consent of the Issuer, which consent shall not be unreasonably withheld. (c) This Agreement and the rights and obligations of the Administrator hereunder shall be assignable, in whole or in part, by the Administrator and its successors and assigns with the consent of Issuer, which consent shall not be unreasonably withheld; provided that, if (i) such assignment is to an Affiliate -------- of PNC, (ii) it becomes unlawful for PNC to serve as the Administrator or (iii) an Event of Default exists, no such consent of Issuer shall be necessary. (d) Issuer may not assign its rights, rights or delegate its duties obligations hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties)Administrator. (be) This Without limiting any other rights that may be available under applicable law, the rights of the Noteholder may be enforced through it or by its agents. (f) In the event that the Noteholder Loans are funded in their entirety pursuant to the Liquidity Agreement or other Program Support Agreement, and the Administrator requests that Issuer acknowledge the assignment of the Noteholder Loans to the Purchasers or to such Program Support Provider (or an agent on their behalf), Issuer agrees (i) to enter into such amendments to this Agreement and the Purchasers’ rights and obligations herein (including ownership of other Transaction Documents as the Asset Interest) shall be assignable by Administrator may reasonably request in order to reflect the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent substitution of such assignor’s Purchaser Group Purchasers or other Program Support Providers, or an agent therefor, as the Noteholder(s) and the Seller release of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage Market Street Funding Corporation of all rights and further obligations under this Agreementhereunder, (ii) the amount being assigned pursuant to each execute and deliver such Uniform Commercial Code financing statements, or amendments thereto or assignments thereof, to reflect such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 substitution and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) to take such other actions as the parties to each such assignment Administrator shall execute and deliver to the Administrative Agent and the Purchaser Agent reasonably request in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently connection with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights release and obligations under any Liquidity Agreementsubstitution. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreement.

Restrictions on Assignments. (a) No Except as provided in Section 8.1(a), no Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Agent. The Purchaser may not assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties hereunder as expressly indicated herein) or the Asset Interest (or any portion thereof) to an Affiliateany Person without the prior written consent of the Seller, such as payrollwhich consent shall not be unreasonably withheld; PROVIDED, financial reportingHOWEVER, tax and the like, so long as such Seller Party remains liable for performance of such duties).that (bi) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under interests in the Transaction Documents, together with all its interest in the Asset Interest, to any Liquidity Bank, Wachovia, or any Affiliate thereof, or to any "bankruptcy remote" special purpose entity, the business of which is administered by Wachovia or any Affiliate thereof (which assignee shall then be subject to this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by itArticle XII); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, ; (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to the Collateral Agent, to secure such the Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such the Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest (and any subsequent assignment by the Collateral Agent) shall not be considered an “"assignment” " for purposes of Section 12.1(b) or, prior to the enforcement of such security interest, for purposes of any other provision of this AgreementAgreement (other than Section 12.3); and (iii) the Master Servicer may delegate its duties provided herein to any Originator who agrees to act as a Servicer hereunder and assumes in writing the obligations of the Master Servicer hereunder with respect to that portion of the Pool Receivables originated by such Originator. Notwithstanding any delegation pursuant to this clause (iii), the Master Servicer shall remain responsible for all of its obligations hereunder. (b) The Seller agrees to advise the Agent within five Business Days after notice to the Seller of any proposed assignment by the Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under subsection (a), of the Seller's consent or non-consent to such assignment, and if it does not consent, the reasons therefor. If the Seller does not consent to such assignment, the Purchaser may immediately or at any time thereafter assign such Asset Interest (or portion thereof) to any Person or Persons permitted under clause (i) of Section 12.1(a).

Restrictions on Assignments. (a) No Neither Seller Party nor Purchaser may assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the and Purchaser Agent of such assignor’s Purchaser Group and the Seller of may not assign any such assignment. Each assignor of a Asset Undivided Interest (or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating portion thereof) to any Seller Party or any OriginatorPerson without the prior written consent of Seller, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)consent shall not be unreasonably withheld; provided, however, that that (i) each such assignment shall be of a constantPurchaser may assign, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all in, any Undivided Interest (or portion thereof) to BofA, any Program Support Provider (or any portion successor of its rights (includingany thereof by merger, without limitationconsolidation or otherwise), rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller other commercial paper conduit administered by BofA or any Agent; provided that no such pledge Affiliate thereof, any Affiliate of BofA or grant of a security any Program Support Provider (which may then assign any Undivided Interest (or portion thereof) so assigned or any interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or therein to such Liquidity Agreement, party or parties as the case it may bechoose); and and (ii) each Purchaser may assign and grant a security interest in all of its rights any interest in, to and under any Undivided Interest, this Agreement and the other Agreement Documents to BofA, as Collateral Trustee, and any successor in the Transaction Documents, together with all of its rights and interest in the Asset Interestsuch capacity, to secure such Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity any Program Support Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of Section 12.01(b), Section 12.03 or 12.04 or, prior to the enforcement of such security interest, for purposes of any other provision of this Agreement. (b) Seller agrees to advise the Administrative Agent within five (5) Business Days after receipt by Seller of written notice of any proposed assignment by Purchaser of any Undivided Interest (or portion thereof), not otherwise permitted under subsection (a), of Seller's consent or non-consent to such assignment. If Seller does not consent to such assignment, Purchaser may immediately assign such Undivided Interest (or portion thereof) to BofA, any Program Support Provider or any Affiliate of BofA or any Program Support Provider. All of the aforementioned assignments shall be upon such terms and conditions as Purchaser and the assignee may mutually agree.

Restrictions on Assignments. (a) No Seller Party Neither the Borrower nor Jarden may assign its rights, rights or delegate its duties hereunder obligations under the Transaction Documents to which it is a party or any interest herein therein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and Administrator for the like, so long as such Seller Party remains liable for performance benefit of such duties)the Secured Parties. (b) This Agreement Subject to the provisions of Sections 6.1 and the Purchasers’ rights and obligations 13.4, nothing herein shall be deemed to preclude a Conduit Lender from pledging or assigning all or any portion of its Loans to any Liquidity Bank or other Support Provider (including ownership or any successor of any thereof by merger, consolidation or otherwise) or any Affiliate of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to foregoing (which may then assign all or any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest portion thereof so assigned or any interest therein to such party or parties as it may choose); provided, however, that so long as no Significant Event exists and is continuing, no Liquidity Bank will assign all or any portion of its Loans or Commitment to any Person without the prior written consent of the Borrower (which consent shall notify the Administrative Agent, the Purchaser Agent not be unreasonably withheld or delayed). The Administrator shall promptly provide notice of such assignor’s Purchaser Group any assignment to each applicable Rating Agency and the Seller Borrower. Subject to Section 13.2, all of any the aforementioned assignments shall be upon such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any terms and conditions as such assignment, disclose to the Conduit Lender and its assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereofmay mutually agree. (c) Each Liquidity Bank may Lender may, with the consent of the Administrator and the Borrower, assign to any Eligible Assignee or to any other Liquidity Bank an assignee all or a portion of its rights and obligations under this Agreement (including, without limitation, including all or a portion of any Asset Interest its Loans or interests therein owned by it, together with ratable portions of its Commitment); provided, however, that provided that: (i) each the Borrower’s consent to any such assignment (x) shall not be unreasonably withheld or delayed and (y) shall not be required if the assignee is an Affiliate of a constant, and not a varying, percentage of all rights and obligations under this Agreement, such assigning Lender or any other Lender; and (ii) the amount being assigned Borrower’s consent to any such assignment pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignmentthis Section 13.1(c) shall not be required if a Significant Event shall have occurred and is continuing (and not been waived by the Lenders in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently accordance with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Section 15.1). Notwithstanding any other provision of this Section 12.113.1, (i) any Liquidity Bank Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discountprincipal and interest) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank Lender, including any pledge or security interest granted to a Federal Reserve Bank, without notice to or consent of the Seller Borrower or any Agentthe Administrator; provided that no such pledge or grant of a security interest shall release a Liquidity Bank such Lender from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank Lender as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreementhereto.

Restrictions on Assignments. (a) No Seller Party may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Administrative Agent (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties).. The Purchaser may not assign its rights hereunder (although it may delegate its duties hereunder as expressly indicated herein) or the Asset Interest (or any portion thereof) to any Person without the prior written consent of the Seller, which consent shall not be unreasonably withheld; PROVIDED, HOWEVER, that (bi) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the The Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under interests in the Transaction Documents, together with all its interest in the Asset Interest, to any Liquidity Bank, Wachovia, or any Affiliate thereof, or to any "bankruptcy remote" special purpose entity, the business of which is administered by Wachovia or any Affiliate thereof (which assignee shall then be subject to this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by itARTICLE XII); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, and (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each The Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such the Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such the Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of SECTION 12.1(b) or, prior to the enforcement of such security interest, for purposes of any other provision of this AgreementAgreement (other than SECTION 12.3). (b) The Seller agrees to advise the Administrative Agent within five (5) Business Days after notice to the Seller of any proposed assignment by the Purchaser of the Asset Interest (or any portion thereof), not otherwise permitted under SUBSECTION (a), of the Seller's consent or non-consent to such assignment, and if it does not consent, the reasons therefor. If Seller does not consent to such assignment, the Purchaser may immediately or at any time thereafter assign such Asset Interest (or portion thereof) to any Person or Persons permitted under CLAUSE (i) of SECTION 12.1(a).

Restrictions on Assignments. (a) No Seller Party The Borrower may not assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents Agent. No Investor may assign its rights under this Agreement, the Note, or with respect to any Advance (except a Seller Party may delegate certain administrative duties or any portion thereof) to an Affiliateany Person without the prior written consent of the Borrower or the Agent (as to the Borrower only, such as payrollconsent not to be unreasonably withheld); PROVIDED, financial reportingHOWEVER, tax that any Lender may assign, or grant a security interest in, all or any portion of its interest in advances and the likeNote to (i) DLJ or any of its Affiliates or (ii) any Person managed by DLJ or any of its Affiliates, so long as such Seller Party remains liable for performance (iii) any Structured Lender or any Person providing liquidity with respect to a Structured Lender; PROVIDED, HOWEVER, that in the case of such dutiesthis subsection (iii) a Lender may only assign its rights thereunder with respect to outstanding Advances, but not its obligations hereunder to make additional Advances (each, an "ELIGIBLE ASSIGNEE"). , in each case under clauses (bi), (ii) This Agreement and (iii) above, without the Purchasers’ rights and obligations herein (including ownership prior written consent of the Asset Interest) shall be assignable by Borrower or the Purchasers and their successors and assigns to Agent; PROVIDED, FURTHER, HOWEVER, that after the occurrence of the Facility Termination Date, any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein Lender may, in connection with any such assignment, disclose subject to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may SECTION 17.5, assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or interest in the Note to a portion of any Asset Interest therein owned by it); provided, however, that Person other than those identified in clauses (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement), (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) above without the parties to each such prior written consent of the Borrower. Any assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage by a Lender of its rights and obligations under hereunder shall be evidenced by an Assignment and Acceptance Agreement in the form of Exhibit F hereto or such other agreement as agreed to from time to time between the Agent, such Lender and the Eligible Assignee. Within five Business Days after notice to the Borrower of any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1proposed assignment by an Investor for which the Borrower's consent is required, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion the Borrower agrees to advise the Agent of its rights (including, without limitation, rights consent or non-consent thereto. If the Borrower does not consent to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations such assignment by the end of such Liquidity Bank five Business Day period, such Investor may immediately assign its interest (or a portion thereof) in the Advances and/or the Note that was subject to a Federal Reserve Banksuch proposal to an Eligible Assignee. Subject to SECTION 17.2, without notice to or consent all of the Seller or any Agent; provided that no aforementioned assignments shall be upon such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under terms and conditions as such Liquidity Agreement, as Investor and the case assignee may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreementmutually agree.

Restrictions on Assignments. (a) No Seller Party Neither the Borrower nor KBK may assign its rights, rights or delegate its duties obligations hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an AffiliateLender, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Liquidity Agent and Royal. The Lender may not assign its rights hereunder, any Loan or the Lender Note (or any portion thereof) to any Person without the prior written consent of such assignor’s Purchaser Group the Borrower, the Administrative Agent and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Liquidity Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it); provided, however, that that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (iia) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall Lender may assign to such assignee Liquidity Bank all or other Eligible Assignee an equal percentage any part of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1interests in the Transaction Documents, (i) any Liquidity Bank may at any time pledge or grant a security interest in together with all or any portion part of its rights (includinginterest in the Loans, without limitationto the Liquidity Agent, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may beProvider, or substitute to any such pledgee "bankruptcy remote" or grantee for such commercial paper special purpose entity the business of which is administered by the Administrative Agent or the Liquidity Bank as a party hereto or Agent and which will be able to such Liquidity Agreement, as issue commercial paper notes rated at least P-1 by Moodx'x (xx the case may beequivalent thereof by another nationally recognized statistical rating organization); and and (iib) each Purchaser the Lender may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset InterestLoans, to its collateral agent, to secure such Purchaser’s the Lender's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser the Lender incurred in connection with the funding of the Purchases and Reinvestments Loans hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of this Section 13.1 or, prior to the enforcement of such security interest, for purposes of any other provision of this Agreement. Within five Business Days after notice to the Borrower, the Administrative Agent, Liquidity Agent of any proposed assignment for which consent is required, the Borrower, the Administrative Agent and the Liquidity Agent agree to provide consent or non-consent thereto. If the Borrower, the Administrative Agent, the Liquidity Agent does not consent to such an assignment by the Lender, then the Lender may immediately assign the Loan (or portion thereof) that was subject to such proposal to any Liquidity Provider or any Affiliate of any Liquidity Provider.

Restrictions on Assignments. (a) No Seller Party Neither the Borrower nor Jarden may assign its rights, rights or delegate its duties hereunder obligations under the Transaction Documents to which it is a party or any interest herein therein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and Administrator for the like, so long as such Seller Party remains liable for performance benefit of such duties)the Secured Parties. (b) This Agreement Subject to the provisions of Sections 6.1 and the Purchasers’ rights and obligations 13.4, nothing herein shall be deemed to preclude Three Pillars from pledging or assigning all or any portion of its Loans to any Liquidity Bank or other Support Provider (including ownership or any successor of any thereof by merger, consolidation or otherwise) or any Affiliate of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to foregoing (which may then assign all or any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest portion thereof so assigned or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by party or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank parties as it may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by itchoose); provided, however, that so long as no Significant Event exists and is continuing, no Liquidity Bank will assign all or any portion of its Loans or Commitment to any Person without the prior written consent of the Borrower (i) which consent shall not be unreasonably withheld or delayed). The Administrator shall promptly provide notice of any assignment to each such assignment applicable Rating Agency and the Borrower. Subject to Section 13.2, all of the aforementioned assignments shall be of a constant, upon such terms and not a varying, percentage of all rights conditions as Three Pillars and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreementmay mutually agree. (dc) Notwithstanding any other provision of this Section 12.113.1, (i) any Liquidity Bank Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discountcapital and yield) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank Lender to a Federal Reserve Bank, without notice to or consent of the Seller Borrower or any Agentthe Administrator; provided that no such pledge or grant of a security interest shall release a Liquidity Bank Lender from any of its obligations hereunder or under such Liquidity Agreement, as the case may behereunder, or substitute any such pledgee or grantee for such Liquidity Bank Lender as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreementhereto.

Restrictions on Assignments. (a) No Seller Party Except as otherwise contemplated by Section 13.5, neither the Transferor nor the Purchaser may assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it); provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and may not assign any Undivided Interest (ivor portion thereof) to any Person without the extent applicableprior written consent of the Transferor; PROVIDED, concurrently with such assignmentHOWEVER, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement.that: (da) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank Enterprise may at any time pledge assign or grant a security interest in all in, any Undivided Interest (or portion thereof) owned by it to NationsBank, the Enterprise Liquidity Provider or the Enterprise Credit Support Provider (or any successor thereof by merger, consolidation or otherwise), any Affiliate of Enterprise (including any securitization vehicle managed by NationsBank) or such Enterprise Liquidity Provider or Enterprise Credit Support Provider (which may then assign any such Undivided Interest (or portion of its rights (including, without limitation, rights to payment of Earned Discountthereof) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller so assigned or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or therein to such Liquidity Agreement, party or parties as the case it may bechoose); and and (iib) each The Purchaser may assign and grant a security interest in all of its rights any interest in, to and under any Undivided Interest owned by it, this Agreement and the other Agreement Documents to NationsBank, as collateral agent or collateral trustee, and any successor in the Transaction Documents, together with all of its rights and interest in the Asset Interestsuch capacity, to secure each such Purchaser’s 's obligations under or in connection with the its Commercial Paper Notes, the related Enterprise Liquidity Agreement, the Enterprise Credit Support Agreement and certain other obligations of such the Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of SECTION 13.5(B), or, prior to the enforcement of such security interest, for purposes of any other provision of this Agreement. (c) The Transferor agrees to advise the Agent within five Business Days after notice to the Transferor of any proposed assignment by the Purchaser of any Undivided Interest (or portion thereof), not otherwise permitted under SUBSECTION (A), of the Transferor's consent or non-consent to such assignment. If the Transferor does not consent to such assignment, the Purchaser may immediately assign such Undivided Interest (or portion thereof), to NationsBank, the Enterprise Liquidity Provider or the Enterprise Credit Support Provider or any Affiliate of NationsBank, the Enterprise Liquidity Provider or the Enterprise Credit Support Provider. All of the aforementioned assignments shall be upon such terms and conditions as the Purchaser and the assignee may mutually agree.

Restrictions on Assignments. (a) No Seller Party Neither the Company, nor AnnTaylor, as Servicer, may assign its rights, or delegate its duties hereunder or any interest herein without the prior written consent of the Agents Administrator. Lender may not assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties hereunder as expressly indicated herein) or the Loans (or any portion thereof) to an Affiliate, such as payroll, financial reporting, tax and any Person without the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership prior written consent of the Asset Interest) Company, which consent shall not be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)unreasonably withheld; provided, however, that ----------------- that (i) each such assignment shall be of a constant, and not a varying, percentage of Lender may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1interests in the Transaction Documents, (i) any Liquidity Bank may at any time pledge or grant a security together with all its interest in all the Loans, to PNC Bank, or any portion Affiliate of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve PNC Bank, without notice or to any "bankruptcy remote" special purpose entity the business of which is administered by PNC Bank or consent any Affiliate of PNC Bank or to any Program Support Provider; provided, however, no such assignment may be made unless the ---------------- assignee shall agree with the Company that the Company shall not be obligated to pay interest on the Loans in excess of the Seller or any Agentinterest that the Company would have been obligated to pay absent such assignment, unless an Event of Default has occurred and is continuing; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and and (ii) each Purchaser Lender may assign and grant a security interest or a participating interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset InterestLoans, to the Liquidity Agent or any Program Support Provider, to secure such Purchaser’s Lender's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement and any other Program Support Agreement, and certain other obligations of such Purchaser Lender incurred in connection with the funding of the Purchases and Reinvestments Loans hereunder, which assignment and grant of a security interest or a participating interest shall not be considered an “"assignment” " for purposes of Section 12.01 or, prior to the enforcement of such security interest, for purposes of any other provision of this Agreement.. The parties hereto anticipate that Market Street Capital Corp. will assign all of its rights and obligations under this Agreement and the other Transaction Documents to Market Street Funding Corporation, a Delaware corporation ("Funding"). The ------- Company and AnnTaylor hereby consent to such assignment, and agree that upon receipt by AnnTaylor of notice of such assignment by PNC Bank, (i) all references herein and in the other

Restrictions on Assignments. (a) No Neither the Seller Party nor the Purchaser may assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an AffiliateAgent, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). Purchaser may not assign the Purchaser's Interest (bor any portion thereof) This Agreement and to any Person without the Purchasers’ rights and obligations herein (including ownership prior written consent of the Asset Interest) Seller (which consent shall not be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest unreasonably withheld or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by itdelayed); provided, however, that -------- ------- (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Groupmay assign, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all in, the Purchaser's Interest (or any portion thereof) to Sakura Japan, the Liquidity Banks (or any successor of its rights (includingany thereof by merger, without limitationconsolidation or otherwise), rights to payment or any Affiliate of Earned Discount) under this Agreement Sakura Japan or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller Liquidity Banks (which may then assign the Purchaser's Interest (or any Agent; provided that no such pledge portion thereof so assigned) or grant of a security any interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or therein to such Liquidity Agreement, party or parties as the case it may bechoose); and and (ii) each the Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its Purchaser's Interest and the Purchaser's rights and interest interests in, to and under this Agreement and the other Transaction Documents to Sakura, as Collateral Agent, and any successor in the Asset Interestsuch capacity, to secure such the Purchaser’s 's obligations under or in connection with the Commercial Paper Notes, the related Liquidity Funding Agreement, and certain other obligations of such the Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of Section 12.01(b), ---------------- Section 12.03 or 12.04 or, ------------- ----- prior to the enforcement of such security interest, for purposes of any other provision of this Agreement. (b) The Seller agrees to advise the Agent within five Business Days after notice to the Seller of any proposed assignment by the Purchaser of the Purchaser's Interest (or any portion thereof), not otherwise permitted under subsection (a), of the Seller's consent or non-consent to such assignment. If -------------- the Seller does not consent to such assignment, the Purchaser may immediately assign the Purchaser's Interest (or such portion) to Sakura Japan, any of the Liquidity Banks or any Affiliate of Sakura Japan or any of the Liquidity Banks. All of the aforementioned assignments shall be upon such terms and conditions as the Purchaser and the assignee may mutually agree.

Restrictions on Assignments. (a) No Seller Party This Agreement and each Lender’s rights and obligations herein (including ownership of the Notes) shall be assignable, in whole or in part, by such Lender and its successors and assigns with the prior written consent of the Administrative Agent, the Funding Agent for the applicable Lender Group and the Issuer; provided, however, that the consent of the Issuer and the Administrative Agent shall not be unreasonably withheld and the consent of the Issuer shall not be required if an Event of Termination shall have occurred and be continuing; and provided, further, that no consent of the Issuer shall be required if the assignment is made (a) by any Committed Lender to CNAI, JPMC, any other Committed Lender, any Affiliate of CNAI or JPMC or any Committed Lender (other than a director or officer of CNAI, JPMC or such Committed Lender), to any Program Support Provider or any Person which (i) is in the business of issuing commercial paper notes and (ii) is associated with or administered by CNAI or JPMC or any Affiliate of CNAI or JPMC or (b) by any Conduit Lender to any Program Support Provider or any Person which (i) is in the business of issuing commercial paper notes and (ii) is associated with or administered by CNAI, JPMC or any Affiliate of CNAI or JPMC. Each assignor may, in connection with the assignment, disclose to the applicable assignee any information relating to Issuer or the Collateral furnished to such assignor by or on behalf of the Lenders, Issuer, the Funding Agents or the Administrative Agent. (b) Each Lender may at any time grant to any Program Support Provider participating interests in the Advances. In the event of any such grant by such Lender of a participating interest to a Program Support Provider, except as set forth in paragraph (f) below, such Lender shall remain solely responsible for the performance of its obligations hereunder. Issuer agrees that each Program Support Provider shall be entitled to the benefits of Sections 4.02 and 4.03. (c) This Agreement and the rights and obligations of the Administrative Agent hereunder shall be assignable, in whole or in part, by the Administrative Agent and its successors and assigns with the consent of Issuer and the Funding Agents, which consent shall not be unreasonably withheld; provided that, if (i) such assignment is to an Affiliate of CNAI, (ii) it becomes unlawful for CNAI to serve as the Administrative Agent or (iii) an Event of Termination exists, no such consent of Issuer shall be necessary. This Agreement and the rights and obligations of each Funding Agent hereunder shall be assignable, in whole or in part, by any such Funding Agent and its successors and assigns with the consent of Issuer and the Administrative Agent, which consent shall not be unreasonably withheld; provided that, if (i) such assignment is to an Affiliate of such Funding Agent, (ii) it becomes unlawful for such Funding Agent to serve as a Funding Agent or (iii) an Event of Termination exists, no such consent of Issuer shall be necessary. (d) Issuer may not assign its rights, rights or delegate its duties obligations hereunder or any interest herein without the prior written consent of the Administrative Agent, the Funding Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties)Lenders. (be) This Without limiting any other rights that may be available under applicable law, the rights of the Lenders may be enforced through them or by their agents. (f) In the event that the Advances have been assigned in their entirety pursuant to one or more Program Support Agreements, and the Administrative Agent or any Funding Agent requests that Issuer acknowledge the assignment of the Advances to the Program Support Providers parties to such Program Support Agreements (or an agent on their behalf). Issuer agrees (i) to enter into such amendments to this Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein shall notify other Transaction Documents as the Administrative Agent, the Purchaser Agent Funding Agents or the Lenders may reasonably request in order to reflect the substitution of such assignor’s Purchaser Group Program Support Providers, or an agent therefor, as the Lenders and the Seller release of any the Lenders of all further obligations hereunder, (ii) to authorize and deliver Uniform Commercial Code financing statements, or amendments thereto or assignments thereof, to reflect such assignment. Each assignor of a Asset Interest assignment and substitution and (iii) to take such other actions as the Administrative Agent, the Funding Agents or any interest therein may, the Lenders shall reasonably request in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereofrelease and substitution. (cg) Each Liquidity Bank may assign Any Lender may, without consent of the Issuer, sell participations to any Eligible Assignee one or to any more banks or other Liquidity Bank entities (each, a “Participant”) in all or a portion of its rights and obligations hereunder (including the outstanding Advances); provided that following the sale of a participation under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it); provided, however, that (i) each the obligations of such assignment Lender shall be remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of a constantsuch obligations and (iii) the Issuer, the Funding Agents, the Administrative Agent, the other Lenders and not a varying, percentage of all the Master Servicer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which such Lender sells such a participation shall provide that the Participant shall not have any right to direct the enforcement of this Agreement or the other Transaction Documents or to approve any amendment, modification or waiver of any provision of this Agreement or the other Transaction Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (i) reduces the amount of principal or interest that is payable on account of any Advance or delays any scheduled date for payment thereof or (ii) reduces any fees payable by the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver Issuer to the Administrative Agent and the Purchaser or any Funding Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicablerelating to payments to the Participant) or delays any scheduled date for payment of such fees. The Issuer acknowledges and agrees that the Lenders’ sources of funds may derive in part from their Participants. Accordingly, concurrently with such assignmentreferences in Sections 4.01, such assignor Liquidity Bank 4.02, 4.03, 13.05 and the other terms and provisions of this Agreement and the other Transaction Documents to determinations, reserve and capital adequacy requirements, expenses, increased costs, reduced receipts and the like as they pertain to the Lenders shall assign be deemed also to such assignee Liquidity Bank or other Eligible Assignee an equal percentage include those of its rights and obligations under any Liquidity Agreementtheir Participants. (dh) Notwithstanding any other provision of this Section 12.110.01, (i) any Liquidity Bank Lender may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discountinterest and repayment of Advances) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank Lender to a Federal Reserve Bank, without notice to or consent of the Seller Issuer, any Funding Agent or any the Administrative Agent; provided provided, that no such pledge or grant of a security interest shall release a Liquidity Bank Lender from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank Lender as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under or in connection with the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreementhereto.

Restrictions on Assignments. (a) No Seller Party may The Borrower shall not assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (b) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, without limitation, pursuant to a Liquidity Agreement)Lender. Each assignor of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein The Lender may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf ordinary course of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential its business and in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may applicable law, assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement, under any Loan pursuant to this Agreement (includingor under the other Facility Documents, without limitationto any of its Affiliates or Subsidiaries and, all with the prior written consent of the Borrower, any bank or a portion of any Asset Interest therein owned by it)other entity; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreementis approved by the Applicable Agency, (ii) the amount being assigned pursuant to each Borrower, the Applicable Agency and the related assignee enter into an acknowledgement agreement in which the Applicable Agency acknowledges the related security interest of such assignment assignee in the Servicing Contracts (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less other than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such timeXxxxxxx Xxx Servicing Contract), (iii) with respect to any assignment to any of its Affiliates or Subsidiaries, the parties to each Lender shall provide the Borrower with notice of such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) with respect to any assignment to a bank or other entity other than to an Affiliate or Subsidiary of Lender, Lender shall provide the extent applicable, concurrently Borrower with notice of such assignment, such assignor Liquidity Bank assignment and Borrower shall assign incur no greater liability to such assignee Liquidity Bank bank or other Eligible Assignee an equal percentage entity than the liability of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time Borrower to Lender provided hereunder. The foregoing shall not limit Lender’s ability to pledge or grant assign a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank Lender pursuant to a Federal Reserve Bank, without notice Section 9.04(b). This foregoing shall not limit Lender’s ability to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all or any portion of its rights under this Agreement to secure obligations of Lender pursuant to this Section 9.01. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Each Participant (as defined below) and each Lender assignee shall be subject to the requirements set forth in the Transaction Documentsconfidentiality agreement in the form of Exhibit E attached hereto. Notwithstanding anything herein to the contrary, together with all following the occurrence and during the continuance of an Event of Default, Lender shall be entitled to assign its rights and interest in the Asset Interest, to secure such Purchaser’s obligations under this Agreement or in connection with issue one or more participation interests to any Person without the Commercial Paper Notes, the related Liquidity Agreement, and certain other obligations consent of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this AgreementBorrower.

Restrictions on Assignments. (a) No Neither Seller Party nor Parent may assign its rights, or delegate its duties duties, hereunder or any interest herein without the prior written consent of the Agents Administrator. No Purchaser may assign its rights hereunder (except a Seller Party although it may delegate certain administrative its duties to an Affiliate, such hereunder as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (bexpressly indicated herein) This Agreement and the Purchasers’ rights and obligations herein (including ownership of or the Asset InterestInterest (or any portion thereof) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (includingPerson without the prior written consent of Seller, without limitation, pursuant to a Liquidity Agreement). Each assignor of an Asset Interest or any interest therein which consent shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)not be unreasonably withheld; provided, however, that (i) each that, without such assignment shall be of a constantconsent, and not a varying, percentage of Conduit Purchaser may assign all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights interests in the Transaction Documents, together with all of its rights and interest in the Asset Interest, to secure (i) Fleet or any Subsidiary thereof, or (ii) to any "bankruptcy remote" special purpose entity the business of which is administered by Fleet or any Subsidiary thereof, so long as such Purchaser’s obligations under entity has the ability to issue commercial paper notes, or in connection with to cause the Commercial Paper Notesissuance of commercial paper notes, to fund the related Asset Interest or (iii) to any Liquidity Agreement, Bank (or agent on behalf of the Liquidity Banks). If Conduit Purchaser notifies Seller and certain other Parent that it has decided to assign its rights and delegate its duties hereunder to the Liquidity Banks (or an agent therefor) and the Liquidity Banks agree to assume the obligations of the Conduit Purchaser hereunder, Seller and Parent agree to enter into such amendments hereto and to the other Transaction Documents as the Administrator may reasonably request to reflect such assignment and delegation. (b) Seller agrees to advise the Administrator within five (5) Business Days after notice to Seller of any proposed assignment by a Purchaser incurred in connection with the funding of the Purchases Asset Interest (or any portion thereof), not otherwise permitted under subsection (a), of Seller's consent or non-consent to such assignment. All of the aforementioned assignments shall be upon such terms and Reinvestments hereunder, which assignment conditions as the assigning Purchaser and grant of a security interest shall not be considered an “assignment” prior to the enforcement of such security interest, for purposes of any provision of this Agreementassignee may mutually agree.

Restrictions on Assignments. (a) No None of Union, Seller Party or Purchaser may assign its rights, or delegate its duties rights hereunder or any interest herein without the prior written consent of the Agents Agent, and Purchaser may not assign any Undivided Interest (except a Seller Party may delegate certain administrative duties to an Affiliate, such as payroll, financial reporting, tax and the like, so long as such Seller Party remains liable for performance of such duties). (bor portion thereof) This Agreement and the Purchasers’ rights and obligations herein (including ownership of the Asset Interest) shall be assignable by the Purchasers and their successors and assigns to any Eligible Assignee (including, Person without limitation, pursuant to a Liquidity Agreement). Each assignor the prior written consent of an Asset Interest or any interest therein shall notify the Administrative Agent, the Purchaser Agent of such assignor’s Purchaser Group and the Seller of any such assignment. Each assignor of a Asset Interest or any interest therein may, in connection with any such assignment, disclose to the assignee or potential assignee any information relating to any Seller Party or any Originator, furnished to such assignor by or on behalf of such Seller Party or by any Agent; provided that, prior to any the disclosure of any Seller Information, the assignee or potential assignee agrees to preserve the confidentiality of any such information which is confidential in accordance with the provisions of Section 14.7 hereof. (c) Each Liquidity Bank may assign to any Eligible Assignee or to any other Liquidity Bank all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of any Asset Interest therein owned by it)Seller; provided, however, that (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $10,000,000 and (y) such Liquidity Bank’s Percentage of its Purchaser Group’s Purchaser Group Limit in effect at such time, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent and the Purchaser Agent in such Liquidity Bank’s Purchaser Group, an Assignment and Acceptance Agreement, and (iv) to the extent applicable, concurrently with such assignment, such assignor Liquidity Bank shall assign to such assignee Liquidity Bank or other Eligible Assignee an equal percentage of its rights and obligations under any Liquidity Agreement. (d) Notwithstanding any other provision of this Section 12.1, (i) any Liquidity Bank may at any time pledge or grant a security interest in all or any portion of its rights (including, without limitation, rights to payment of Earned Discount) under this Agreement or under any Liquidity Agreement to secure obligations of such Liquidity Bank to a Federal Reserve Bank, without notice to or consent of the Seller or any Agent; provided that no such pledge or grant of a security interest shall release a Liquidity Bank from any of its obligations hereunder or under such Liquidity Agreement, as the case may be, or substitute any such pledgee or grantee for such Liquidity Bank as a party hereto or to such Liquidity Agreement, as the case may be; and (ii) each Purchaser may assign and grant a security interest in all of its rights any interest in, to and under any Undivided Interest, this Agreement and any other Transaction Documents to the Collateral Agent, and any successor in the Transaction Documents, together with all of its rights and interest in the Asset Interestsuch capacity, to secure such Purchaser’s obligations Bartxx'x xxxigations under or in connection with the Commercial Paper Notes, the related Liquidity Stand-by Purchase Agreement, the Enhancement Agreement and any letter of credit issued thereunder, and certain other obligations of such Purchaser incurred in connection with the funding of the Purchases and Reinvestments hereunder, which assignment and grant of a security interest shall not be considered an “"assignment” " for purposes of Section 12.01(b) or Section 12.03 or, prior to the enforcement of such security interest, for purposes of any other provision of this Agreement. (b) Seller agrees to advise the Agent within five Business Days after notice to Seller of any proposed assignment by Purchaser of any Undivided Interest (or portion thereof), not otherwise permitted under subsection (a) of this Section 12.01, of Seller's consent or non-consent to such assignment. If Seller does not consent to such assignment, Purchaser may upon five days' notice to Seller assign such Undivided Interest (or portion thereof) to SG, any Bank or any Affiliate of SG or any Bank. All of the aforementioned assignments shall be upon such terms and conditions as Purchaser and the assignee may mutually agree.