Assignment and Assumption. The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to Administrative Agent an Administrative Questionnaire.

Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (such Assignment and Assumption to be delivered via an electronic settlement system reasonably acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), and shall pay to the Administrative Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent); provided that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Approved Funds by a single ​ and no fee shall be payable for assignments among related funds or among any ​ and any of its Affiliates. The assignee, if it shall not be a ​ immediately prior to the assignment, shall deliver to the Administrative Agent an Administrative Questionnaire and applicable tax forms. Subject to acceptance and recording thereof by the Administrative Agent pursuant to [Section 11.06(c)], from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a ​ under this Agreement, and the assigning ​ thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning ​’s rights and obligations under this Agreement, such ​ shall cease to be a party hereto but shall continue to be entitled to the benefits of [Sections 3.01, 3.04, 3.05 and 11.04]4] with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the applicable Borrower (at its sole expense) shall execute and deliver a Note to the assignee ​. Any assignment or transfer by a ​ of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such ​ of a participation in such rights and obligations in accordance with [Section 11.06(d)];

Assumption of Responsibility. Golden Royal hereby assumes responsibility for prompt payment of all fees, rents, taxes and any other financial liabilities as may accrue to Roth by reason of his record ownership of the Interest.

Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrowers are required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, and in each case, such Lender has declined or is unable to designate a different lending office in accordance with [Section 3.06(a)], the Borrowers may replace such Lender in accordance with Section 10.13.

Replacement of Lenders. If the Borrowers are entitled to replace a Lender pursuant to the provisions of Section 3.06, or if any Lender is a Defaulting Lender or a Non-Consenting Lender or a Non-Extending Lender or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Partnership may, at the sole expense and effort of the Borrowers, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Replacement of Lenders. If # only one Lender requests compensation under [Section 2.13] with respect to a particular event giving rise to such compensation, # if a Borrower is required to pay any additional amount to only one Lender or any Governmental Authority for the account of one Lender pursuant to [Section 2.11] with respect to a particular event giving rise to such payment, # if any Lender is a Defaulting Lender, # if any Lender is acquired by or merges with any other Person and such Lender is not the surviving Person, or # if any Lender fails to approve an amendment, consent or waiver hereunder which is approved by the Majority Lenders, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and Agent, # notwithstanding clauses (i), (iii) and (iv) below, prepay all outstanding amounts owed to such Lender (it being understood that, notwithstanding anything herein to the contrary, such payment may be made without the Borrowers being required to make pro rata payments in respect thereof to any other Lender hereunder), as more specifically described in clause (ii) below (excluding any prepayment penalty set forth in Section 3.1, it being acknowledged and agreed that such Lender shall not be entitled to payment of prepayment penalty) and permanently reduce the aggregate Commitments by the Commitment held by such Lender or # require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, [Section 11.2]), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

If # any Lender requests compensation under Section 3.04, # any Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or # a Lender (a “Non-Consenting Lender”) does not consent to a proposed change, waiver, discharge or termination with respect to any Credit Document that has been approved by the Required Lenders as provided in Section 11.01 but requires unanimous consent of all Lenders or all Lenders directly affected thereby (as applicable), or # any Lender is a Defaulting Lender, then the Parent Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agents, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

074658.17075/130087235v.1074658.17075/130087235v.8

Replacement of Lenders. If any [[Organization C:Organization]] (an "Affected [[Organization C:Organization]]") # makes demand upon [[Organization A:Organization]] for (or if [[Organization A:Organization]] are otherwise required to pay) amounts pursuant to [Sections 3.8, 3.9, or 3.10]0]0], # is unable to make or maintain Eurodollar Rate Loans as a result of a condition described in [Section 2.2(g) or (c)])] is a Defaulting [[Organization C:Organization]], [[Organization A:Organization]] may, at their sole expense and effort, within ninety (90) days of receipt of such demand, notice (or the occurrence of such other event causing the [[Organization A:Organization]] to be required to pay such compensation or causing [Section 2.2(g)] to be applicable), or [[Organization C:Organization]] Default, as the case may be, by notice (a "Replacement Notice") in writing to [[Organization B:Organization]] and such Affected [[Organization C:Organization]] # request the Affected [[Organization C:Organization]] to cooperate with [[Organization A:Organization]] in obtaining a replacement [[Organization C:Organization]] satisfactory to [[Organization B:Organization]] and [[Organization A:Organization]] (the "Replacement [[Organization C:Organization]]"); # ask the non-Affected Lenders to acquire and assume all of the Affected [[Organization C:Organization]]'s Revolving Advances and Revolver Commitment Percentage as provided herein, but none of such Lenders shall be under an obligation to do so; or # designate a Replacement [[Organization C:Organization]] approved by [[Organization B:Organization]], such approval not to be unreasonably withheld or delayed. If any satisfactory Replacement [[Organization C:Organization]] shall be obtained, and/or if any one or more of the non-Affected Lenders shall agree to acquire and assume all of the Affected [[Organization C:Organization]]'s Revolving Advances and Revolver Commitment Percentage, then such Affected [[Organization C:Organization]] shall assign, in accordance with [Section 16.3], all of its Advances and Revolver Commitment Percentage and other rights and obligations under this Agreement and the Other Documents to such Replacement [[Organization C:Organization]] or non-Affected Lenders, as the case may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the Affected [[Organization C:Organization]]; provided, however, that # such assignment shall be without recourse, representation or warranty and shall be on terms and conditions reasonably satisfactory to such Affected [[Organization C:Organization]] and such Replacement [[Organization C:Organization]] and/or non-Affected Lenders, as the case may be, # prior to any such assignment, [[Organization A:Organization]] shall have paid to such Affected [[Organization C:Organization]] all amounts properly demanded and unreimbursed under [Sections 3.8, 3.9, and 3.10]0]0], # [[Organization A:Organization]] shall have paid to [[Organization B:Organization]] any fees specified in [Section 16.3], # in case of any such assignment resulting from a claim for compensation under [Section 3.8], such assignment will result in a reduction in such compensation and # such assignment does not conflict with applicable law. A [[Organization C:Organization]] shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such a [[Organization C:Organization]] or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Upon the effective date of such assignment, [[Organization A:Organization]] shall issue replacement Notes to such Replacement [[Organization C:Organization]] and/or non-Affected Lenders, as the case may be, and such institution(s) shall become a "[[Organization C:Organization]]" for all purposes under this Agreement and the other Documents.