Common use of Assignment and Participation Clause in Contracts

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, the Notes. The Lender may also assign all or any part of any Loan and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunderhereunder to an Eligible Assignee; provided, includingthat in the absence of an Event of Default, Lender shall not grant such a participation to an Eligible Assignee (other than an Affiliate of Lender) without limitationBorrower’s consent, the Noteswhich consent shall not unreasonably be withheld or delayed. The Lender may also assign all or any part of any the Loan and the Lender’s obligations in connection therewith to one or more commercial banks Eligible Assignees; provided, that in the absence of an Event of Default, Lender shall not assign all or a portion of its Loan to an Eligible Assignee (other financial institutions than an Affiliate of Lender) without Borrower’s consent, which consent shall not unreasonably be withheld or investors (each an “Assignee Lender”)delayed. The Lender shall notify the Borrower in advance of the identity of any proposed Assignee LenderEligible Assignee. Upon With respect to assignments (and not participations) of this Agreement or any of the rights hereunder, upon delivery to (and in the absence of an Event of Default, the consent of Borrower contemplated above, which consent shall not unreasonably be withheld or delayed) Borrower of an executed copy of the Assignee LenderEligible Assignee’s assignment and acceptance (a) each such Eligible Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee LenderEligible Assignee, such Eligible Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Transaction Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Transaction Documents (including, without limitation, the obligation to fund the Assignee LenderEligible Assignee’s share of the LoansLoan) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notespromissory note, as applicable (for delivery to the relevant Assignee LenderEligible Assignee), in the form of Exhibit A hereto but substituting Eligible Assignee’s name and evidencing such Assignee LenderEligible Assignee’s assigned portion of the Loans Loan and a replacement Note or Notespromissory note, as applicable, in the principal amount of the Loans Loan retained by the Lender (such Note(s) promissory note to be in exchange for, but not in payment of, the Note(s) promissory note then held by the Lender). Each such Note The replacement promissory note shall be dated the date of the corresponding predecessor Notepromissory note. The Lender shall xxxx the predecessor Note promissory note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note promissory note evidenced by the new Notepromissory note held by the Eligible Assignee, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee LenderEligible Assignee. Accrued interest on that part of the predecessor Note(s) promissory note evidenced by the replacement Note(s) promissory note held by Lender shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes promissory note and paid at the same time or times provided in the predecessor Note(s) promissory note and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Eligible Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Loan subject to standard confidentiality provisions and Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request’s obligations of confidentiality set forth in Section 9.18. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Transaction Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender may pledge or otherwise hypothecate It is understood and agreed that each Bank shall have the right to assign at any time all or any portion of this Agreement its Commitment and interests in the risk relating to the Loans and outstanding Letters of Credit hereunder in an amount equal to or grant participations herein greater than $2,500,000 (provided the Lender acts as agent for any participants, except as provided below) or in any which assignment shall be of an equal percentage of its rights and security hereunder, including, without limitationCommitment, the NotesLoans and outstanding Letters of Credit unless otherwise agreed to by the Administrative Agent) to any Eligible Assignees with the prior written approval of the Administrative Agent and, if no Default or Event of Default exists, the Borrowers, which approvals shall not be unreasonably withheld or delayed; provided, however, that the Administrative Agent may assign without the consent of the Borrowers such portion of its Commitment and interests in the risk relating to the Loans and outstanding Letters of Credit necessary to reach its desired hold level. The Lender Any Bank may also at any time, and from time to time, assign to any Bank Affiliate of such Bank all or any part of any its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Lender’s obligations Borrowers. It is further agreed that each assignee which executes and delivers to the Administrative Agent and the Borrowers hereunder an Assignment and Acceptance substantially in connection therewith the form of Exhibit F hereto together with an assignment fee in the amount of $3,500 payable by the assigning Bank to one or more commercial banks or the Administrative Agent, shall, on the date specified in such Assignment and Acceptance, become a party to this Credit Agreement and the other financial institutions or investors (each an “Assignee Lender”)Loan Documents for all purposes of this Credit Agreement and the other Loan Documents, and its portion of the Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto andBank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignee LenderAssignment and Acceptance, relinquish its rights and be released from its obligations under this Credit Agreement. Upon the execution and delivery of such Assignment and Acceptance, the Borrowers shall issue to the assignee a Note in the amount of such assignee’s Commitment, dated the date of the assignment and otherwise completed in substantially the form of Exhibit B and to the extent any assigning Bank has retained a portion of its obligations hereunder, an appropriate replacement Note to the assigning Bank reflecting its assignment; (b) the Administrative Agent shall distribute to the Borrowers, the Banks and such assignee a schedule reflecting such changes; and (c) this Credit Agreement shall be appropriately amended to reflect (i) the status of the assignee as a party hereto and (ii) the status and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or more banks or other financial institutions in its Commitment, the Loans and outstanding Letters of Credit. The documents evidencing any such participation shall limit such participating bank or financial institutions voting rights solely to those matters set forth in §14.8 which require the vote of each Bank directly affected thereby. Notwithstanding the foregoing, no assignment or participation shall operate to increase the Commitment hereunder or otherwise alter the substantive terms of this Credit Agreement, and no Bank which retains a Commitment hereunder shall have a Commitment of less than $2,500,000, as such amount may be reduced upon reductions in the Total Commitment pursuant to §2.2 hereof. Notwithstanding anything to the contrary contained in this §18, any Bank (a “Granting Bank”) may grant to a special purpose funding vehicle (an “SPV”) of such Granting Bank, identified as such in writing from time to time delivered by the Granting Bank to the Administrative Agent and the Borrowers, the option to provide to the Borrowers all or any part of any Loan that such Granting Bank would otherwise be obligated to make to the Borrowers pursuant to this Credit Agreement, provided that (a) nothing herein shall constitute a commitment to make any Loan by any SPV, (b) the Granting Bank’s obligations under this Credit Agreement shall remain unchanged, (c) the Granting Bank shall retain the sole right to enforce this Credit Agreement and to approve any amendment, modification or waiver of any provision of this Credit Agreement and (d) if an SPV elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the Granting Bank shall be obligated to make such Loan pursuant to the terms hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of the Granting Bank to the same extent, and as if, such Assignee Lender Loan were made by the Granting Bank. Each party hereto hereby agrees that no SPV shall be liable for any expense reimbursement, indemnity or similar payment obligation under this Credit Agreement (all liability for which shall remain with the Granting Bank). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the later of (i) the payment in full of all outstanding senior indebtedness of any SPV and (ii) the Maturity Date, it will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of the United States of America or any State thereof. In addition, notwithstanding anything to the contrary contained in this §18, any SPV may (A) with notice to, but (except as specified below) without the prior written consent of, the Borrowers or the Administrative Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Loans to its Granting Bank or to any financial institutions (consented to by the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers, which consents shall not be unreasonably withheld or delayed) providing liquidity and/or credit facilities to or for the account of such SPV to fund the Loans made by such SPV or to support the securities (if any) issued by such SPV to fund such Loans and (B) disclose on a confidential basis any non-public information relating to its Loans (other than financial statements referred to in §5.4 or §6.4) to any rating agency, commercial paper dealer or provider of a surety, guarantee or credit or liquidity enhancement to such SPV. In no event shall the Borrowers be obligated to pay to an SPV that has made a Loan any greater amount than the Borrowers would have been obligated to pay under this Agreement if the Granting Bank had made such Loan. An amendment to this paragraph without the written consent of an SPV shall be ineffective insofar as it alters the rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loans) and other related documentssuch SPV. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and Anything contained in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement §18 to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender Bank may at any time and from time to time pledge and assign pledge, without the consent of the Borrower or the Administrative Agent, all or any portion of its interest and rights under this Credit Agreement (including all or any portion of its Notes) to any of the Loan Documents and other related documents to a twelve Federal Reserve Bank; provided that no Banks organized under §4 of the Federal Reserve Act, 12 U.S.C. 341. No such pledge or assignment the enforcement thereof shall release the Lender pledgor Bank from its obligations thereunderhereunder or under any of the other Loan Documents.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder. With the prior written consent of Borrower, includingnot to be unreasonably withheld or delayed, without limitation, the Notes. The Lender may also assign all or any part of any Loan the Facility and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Transaction Documents and other related documents documents, and (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Transaction Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the LoansFacility) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notessubordinated note, as applicable (for delivery to the relevant Assignee Lender), in the form of Exhibit A hereto but substituting Assignee Lender’s name and evidencing such Assignee Lender’s assigned portion of the Loans Facility and a replacement Note or Notessubordinated note, as applicable, in the principal amount of the Loans Facility retained by the Lender (such Note(s) subordinated note to be in exchange for, but not in payment of, the Note(s) subordinated note then held by the Lender). Each such Note Such subordinated note shall be dated the date of the corresponding predecessor Subordinated Note. The Lender shall xxxx the predecessor Subordinated Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Subordinated Note evidenced by the new Notesubordinated note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) Subordinated Note evidenced by the replacement Note(s) subordinated note shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes subordinated note and paid at the same time or times provided in the predecessor Note(s) Subordinated Note and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower Facility; provided that such prospective Assignee Lender agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders to accept such financial and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered information subject to the same obligations of confidentiality applicable to Lender under this Agreement and further agrees to name utilize such information solely in connection with its determination to participate in and/or purchase the Assignee Lender as an additional insured or obligee, as the Lender may requestSubordinated Debt. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Transaction Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder. Should the Facility be subsequently held by three (3) or more unaffiliated parties, the Borrower and Lender agree to enter into an agreement with US Bank, National Association, or such other entity mutually acceptable to Borrower and Lender (the “Servicing Agent”), pursuant to which the Servicing Agent will receive each quarterly interest payment from the Borrower and distribute such payment to the respective holders of the Facility.

Assignment and Participation. The Lender This Agreement may pledge not be assigned by the Borrower. Bank shall have the unrestricted right at any time or otherwise hypothecate from time to time, and without Borrower’s or any Guarantor’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each, an “Assignee”), and Borrower [and each Guarantor] agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or grant participations herein (provided the Lender acts more new promissory notes as agent for applicable, to any participantssuch Assignee and, except as provided below) or in if Bank has retained any of its rights and security hereunder, including, without limitationobligations hereunder following such assignment to Bank which new promissory notes shall be issued in replacement of; but not in discharge of, the Notesliability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. The Lender may also assign all or Upon the execution and delivery of appropriate assignment documentation, amendments and any part of any Loan other documentation required by Bank in connection with such assignment and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “payment by Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery purchase price agreed to the Borrower of an executed copy of the Assignee Lender’s assignment by Bank and acceptance (a) each such Assignee, such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights this Agreement and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have all of the rights and obligations of the Lender Bank hereunder (and under the any and all other Loan Documents guaranties, documents, instruments and other related documents (bagreements executed in connection herewith) the Lender, to the extent that such rights and obligations hereunder have been assigned by Bank pursuant to the assignment documentation between Bank and delegated by itsuch Assignee, and Bank shall be released from its obligations hereunder and under thereunder to a corresponding extent. Bank shall also have the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender may unrestricted right at any time and from time to time pledge time, and assign all without the consent of or notice to Borrower or any portion Guarantor to grant to one or more banks or other financial institutions (each, a “Participant’) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to a Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Borrower shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees or Participants, provided that Bank shall require any such prospective Assignees or Participants to agree in writing to maintain the confidentiality of such information. The foregoing is not to be understood as a limitation upon any other right or duty the Bank may have to make any disclosure to anyone under all or any applicable law. No action by the Bank hereunder shall be deemed to change any of the financial terms or conditions set forth in any Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release Document without the Lender from its obligations thereunderexpress written consent of the Borrower.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, the Notes. The Lender may also assign all or any part of any Loan the Debt and the Lender’s 's obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”"ASSIGNEE LENDER"). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s 's assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Debt Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Debt Documents (including, without limitation, the obligation to fund the Assignee Lender’s 's share of the LoansDebt) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notessubordinated debenture, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s 's assigned portion of the Loans Debt and a replacement Note or Notessubordinated debenture, as applicable, in the principal amount of the Loans Debt retained by the Lender (such Note(s) subordinated debenture to be in exchange for, but not in payment of, the Note(s) subordinated debenture then held by the Lender). Each such Note Such subordinated debenture shall be dated the date of the corresponding predecessor NoteSubordinated Debenture. The Lender shall xxxx the predecessor Note “Subordinated Debenture "exchanged” " and deliver it to the Borrower. Accrued interest on that part of the predecessor Note Subordinated Debenture evidenced by the new Notesubordinated debenture, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) Subordinated Debenture evidenced by the replacement Note(s) subordinated debenture shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes subordinated debenture and paid at the same time or times provided in the predecessor Note(s) Subordinated Debenture and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In additionDebt, the Borrower agrees thatprovided that Lender shall not disclose any customer list or information relating to product development initiatives of Lender and, if so requested by the Lenderprior to disclosing other non-public information regarding Borrower, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the any such prospective Assignee Lender as an additional insured or obligee, as the Lender may requestshall have executed a confidentiality agreement. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Debt Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns except that Borrower may pledge not assign its rights or otherwise hypothecate obligations hereunder without the written consent of CoBank. CoBank may assign its rights and delegate its obligations under this Agreement to one or more Persons, with the written consent of Borrower other than during the continuance of a Default or an Event of Default, such consent not to be unreasonably withheld, except in the case of an assignment to an affiliate of CoBank. CoBank may sell participations in all or any portion part of its obligations and rights under this Agreement to one or grant participations herein more Persons; provided that CoBank's obligations under this Agreement shall remain unchanged; Borrower shall continue to deal solely and directly with CoBank in connection with CoBank's rights and obligations under this Agreement; all amounts payable by Borrower hereunder shall be determined as if CoBank had not sold such participation; and the holder of any such participation shall not be entitled to require CoBank to take or omit to take any action hereunder except action directly affecting (provided i) any reduction, modification or forgiveness in the Lender acts as agent principal amount, interest rate or fees payable with respect to any Loan; (ii) any extension of the Term Loan Availability Expiration Date, the Term Loan Maturity Date, the Revolving Loan Expiration Date, or any change of any date fixed for any participantspayment of any of the Obligations; and (iii) any consent to the assignment, except as provided below) delegation or in other transfer by Borrower or any of its Significant Subsidiaries of any of its rights and security hereunderobligations under any Loan Document. Borrower hereby acknowledges and agrees that any participation will give rise to a direct obligation of Borrower to the participant, includingand the participant shall have direct rights for purposes of Subsections 1.11, without limitation1.12, 1.13, 6.7 and 9.1. However, a participant shall not be entitled to receive any greater payment under Subsections 1.11, 1.12, 1.13, 6.7 and 9.1 than CoBank would have been entitled to receive with respect to the Notesparticipation sold to such participant, unless the participation is made with Borrower's prior written consent to such greater payments. The Lender CoBank may also furnish any information concerning Borrower and its Significant Subsidiaries in the possession of CoBank from time to time to assignees and participants (including prospective assignees and participants), subject to the provisions of Subsection 9.10. CoBank reserves the right to assign or sell participations in all or any part of any Loan and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and rights under the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to on a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereundernon-patronage basis.

Assignment and Participation. The Lender may pledge or otherwise hypothecate It is understood and agreed that each Bank shall have the right to assign at any time all or any a portion of this Agreement its Commitment Percentage and interests in the risk relating to the Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to or grant participations herein greater than $5,000,000 (or, if a Bank's Commitment is less than $5,000,000, in a minimum amount equal to such Bank's Commitment, provided that prior to any Commitment reductions pursuant to Section 2.3, such Bank's Commitment was at least $10,000,000) to additional banks or other financial institutions with the Lender acts prior written approval of the Administrative Agent and, so long as agent for any participants, except as provided below) or in any no Event of its rights Default has occurred and security hereunder, including, without limitationis continuing, the NotesBorrower, which approvals shall not be unreasonably withheld. The Lender Any Bank may also at any time, and from time to time, assign to any branch, lending office, or affiliate or such Bank all or any part of any its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Lender’s obligations in connection therewith to one or more commercial banks Borrower. It is further agreed that each bank or other financial institutions or investors institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of Exhibit G hereto (each an “Assignee Lender”)"Assignment and Acceptance") together with an assignment fee in the amount of $3,500 payable by the assigning Bank to the Administrative Agent, shall, on the date specified in such Assignment and Acceptance, become a party to this Agreement and the other Loan Documents for all purposes of this Agreement and the other Loan Documents, and its portion of the Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto andBank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignee LenderAssignment and Acceptance, such Assignee Lender shall have the relinquish its rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder under this Agreement and under the other Loan Documents Documents. Upon the execution and delivery of such Assignment and Acceptance, (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loansa) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver issue to the Lender a new Note assignee bank or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, other financial institution Notes in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be bank's or other financial institution's Commitment dated the date of the corresponding predecessor assignment or such other date as may be specified by the Administrative Agent, and otherwise completed in substantially the form of Exhibits A or B, and to the extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Syndicated Note. The Lender , to the assigning Bank reflecting its assignment; (b) to the extent applicable, the Borrower shall xxxx issue a Competitive Bid Note in substantially the predecessor Note “exchanged” form of Exhibit C (and deliver it a replacement Competitive Bid Note) or the Administrative Agent shall make appropriate entries on the Competitive Bid Loan Accounts to reflect such assignment of Competitive Bid Loan(s); (c) the Administrative Agent shall distribute to the Borrower. Accrued interest on that part , the Banks and such bank or financial institution a revised Schedule 1 reflecting such changes; and (d) this Agreement shall be deemed to be appropriately amended to reflect (i) the status of the predecessor Note evidenced by bank or financial institution as a party hereto and (ii) the new Note, status and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part rights of the predecessor Note(s) evidenced by Banks hereunder. Each Bank shall also have the replacement Note(s) shall be paid right to grant participations to one or more banks or other financial institutions in its Commitment, the Lender. Accrued interest Loans and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Agreementoutstanding Letters of Credit. The Borrower authorizes the Lender documents evidencing any such participation shall limit such participating bank's or financial institution's voting rights with respect to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without matters set forth in Section 15.8 which require the need to comply with any approval of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunderBanks.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) ), or in any of its rights and security hereunder, including, without limitation, the NotesNote. The Lender may also assign all or any part of any the Loan and the Lender’s 's obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “"Assignee Lender”"). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s 's assignment and acceptance (ai) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents Documents, (bii) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s 's share of the Loans) and other related documentsLoan). Within five (5) Business Days after request of Lender and receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new renewal Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s 's assigned portion of the Loans Loan and a replacement renewal Note or Notes, as applicable, in the principal amount of the Loans Loan retained by the Lender (such Note(s) Note to be in exchange for, but not in payment of, the Note(s) Note then held by the Lender). Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) Note evidenced by the replacement Note(s) Note shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes Note and paid at the same time or times provided in the predecessor Note(s) Note and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective participant or Assignee Lender any financial or other information pertaining to Borrower, the Borrower Loan, the Property or the LoansImprovements. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.512.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The This Agreement and the Obligations of Borrowers may not be assigned by Borrowers. Any Lender may pledge may, subject to the limitations set forth below, assign or otherwise hypothecate all transfer, in whole or any portion in part, its Warehousing Commitments in excess of $15,000,000 and the related Warehousing Advances, together with its corresponding rights under this Agreement or grant and the other Loan Documents, and further may sell participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, the Notes. The Lender may also assign all or any part of any Loan of its Warehousing Commitment and the Lender’s related Warehousing Advances or any other interest in the Obligations or any of its obligations hereunder to another Person, in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance which event: (a) in the case of an assignment, upon consent by Credit Agent and Borrowers (such consent in each such Assignee Lender shall be deemed case not to be a party hereto andunreasonably withheld), the assignee shall have, to the extent that of such assignment (unless otherwise provided thereby), the same rights and benefits as it would have if it were a “Lender” hereunder, and, if the assignee has expressly assumed, for the benefit of Borrowers, such Lender’s obligations hereunder, such Lender shall be relieved of its obligations hereunder to the extent of such assignment and assumption, and (b) in the case of a participation, the participating Person’s (a “Participant”) rights against the Lender from whom it has purchased such participation in respect of such participation are those set forth in the agreement executed by such Lender in favor of the Participant relating thereto. Such Lender shall remain solely responsible to the other parties hereto for the performance of such Lender’s obligations under the Loan Documents, whether or not such Lender shall remain the holder of any Note. Such Lender shall retain all voting rights with respect to such Note, the Advances hereunder and such Lender’s Warehousing Commitment Amount. Borrowers, Credit Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents Documents. Without limiting any Lender’s exclusive right to collect and other related documents (b) enforce the LenderObligations owed to it, Borrowers agree that each participation will give rise to a debtor-creditor relationship between Borrowers and Participant, and Borrowers authorize each Participant, upon an occurrence of an Event of Default, to the extent proceed directly by right of setoff, bankers’ lien or otherwise, against any assets of Borrowers that rights and obligations hereunder have been assigned and delegated by it, shall may be released from its obligations hereunder and under the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by that Participant. Notwithstanding the Lender). Each such Note foregoing, nothing contained herein shall be dated in any manner or to any extent affect the date right of the corresponding predecessor Note. The any Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the pledge or assign Notes and paid at the same time or times provided in the predecessor Note(s) and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything interests in this Agreement to any Federal Reserve Bank pursuant to applicable laws and regulations, or to assign its Notes and its right to receive and retain payments on its Notes provided such Lender remains primarily and directly liable pursuant to the contrary notwithstandingterms and conditions of this Agreement to keep, observe and without the need to comply with any perform all of the formal or procedural requirements of its obligations under this Agreement, including and all such assignments shall be treated, considered and administered as a sale of a participation and not as an assignment and shall be subject to and governed by the provisions of this Section 6.5, the Section. Any Lender may at furnish any time and information concerning Borrowers in the possession of such Lender from time to time pledge to Affiliates of such Lender and assign all or any portion to assignees and Participants (including prospective assignees and Participants) and Borrowers hereby consent to the provision of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunderinformation.

Assignment and Participation. The Lender may pledge It is understood and agreed that each Bank shall have the right to assiGN or otherwise hypothecate participate at any time all or any a portion of this Agreement its Commitment and interests in the risk relating to any Loans and outstanding Letters of Credit hereunder in an amount equal to or grant participations herein greater than $5,000,000 (provided the Lender acts as agent for any participants, except as provided below) or in any which assignment shall be of its rights and security hereunder, including, without limitationan equal percentage of such Bank's Commitment, the NotesRevolving Credit Loans and outstanding Letters of Credit) to Eligible Assignees with the prior written consent of the Agent and, unless a Default or an Event of Default shall have occurred and be continuing, the Borrowers, which approvals shall not be unreasonably withheld. The Lender may also assign all or any part of any Loan It is further agreed that each Eligible Assignee which executes and delivers to the Banks and the Lender’s obligations Borrowers an Assignment and Acceptance in connection therewith substantially the form of Exhibit E (an "Assignment and Acceptance") shall, on the date specified in such Assignment and Acceptance, become a party to one or more commercial banks or this Credit Agreement and the other financial institutions or investors (each an “Assignee Lender”). The Lender Loan Documents for all purposes of this Credit Agreement and the other Loan Documents, and its Commitment shall notify the Borrower be as set forth in advance of the identity of any proposed Assignee Lendersuch Assignment and Acceptance. Upon the execution and delivery of such Assignment and Acceptance and payment by the assigning bank of an assignment fee in the amount of $3,500 to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance Agent, (a) each the Borrowers shall issue to such Eligible Assignee Lender shall a Revolving Credit Note in the amount of such Eligible Assignee's Commitment dated the Closing Date or such other date as may be deemed to be a party specified by the Agent and otherwise completed in substantially the form of Exhibit A hereto and, to the extent that rights and any assigning Bank has retained a portion of its obligations hereunder have been assigned and delegated hereunder, a replacement Revolving Credit Note to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents assigning Bank; (b) the Lender, Agent shall distribute to the extent that rights Borrowers, the Banks and obligations hereunder have been assigned and delegated by it, such Eligible Assignee a schedule reflecting such changes; (c) this Credit Agreement shall be released from its obligations hereunder appropriately amended to reflect (i) the status of such Eligible Assignee as a party hereto and under (ii) the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s share status and rights of the LoansBanks and Agent hereunder; and (d) and other related documents. Within five (5) Business Days after receipt of a copy the Borrowers shall take such action as the Agent may reasonably request to perfect any security interests in favor of the executed assignment and acceptance documentBanks, the Borrower shall execute and deliver including any Eligible Assignee which becomes a party to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Credit Agreement. The Borrower authorizes documents evidencing any such participation may provide that, except with the Lender consent of the bank or financial institution that is a party thereto, such Bank will not consent to disclose to any prospective Assignee Lender any financial (a) the reduction in or other information pertaining forgiveness of the stated principal of or rate of interest on or Commitment Fee with respect to the Borrower portion of any Loan subject to such participation or assignment, (b) the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents extension or other related documents to be delivered postponement of any stated date fixed for payment of principal or interest or Commitment Fee with respect to the Lender portion of any Loan subject to name such participation or assignment, or (c) the Assignee Lender waiver or reduction of any right to indemnification of such Bank hereunder. Notwithstanding the foregoing, no syndication or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Credit Agreement, except as an additional insured or obligee, as the Lender may requestcontemplated under Section 2.2.2. Anything contained in this Agreement Section 17 to the tHE contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender Bank may at any time and from time to time pledge and assign all or any portion of its interest and rights under this Credit Agreement (including all or any portion of its Notes) to any of the Loan Documents and other related documents to a twelve Federal Reserve Bank; provided that no Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment the enforcement thereof shall release the Lender pledgor Bank from its obligations thereunderhereunder or under any of the other Loan Documents.

Assignment and Participation. The Lender may pledge or otherwise hypothecate It is understood and agreed that each Bank shall have the right to assign at any time all or any a portion of this Agreement its Commitment Percentage and interests in the risk relating to the Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to or grant participations herein greater than $5,000,000 (or, if a Bank's Commitment is less than $5,000,000, in a minimum amount equal to such Bank's Commitment, provided that prior to any Commitment reductions pursuant to Section 2.3, such Bank's Commitment was at least $10,000,000) to additional banks or other financial institutions with the Lender acts prior written approval of the Administrative Agent and, so long as agent for any participants, except as provided below) or in any no Event of its rights Default has occurred and security hereunder, including, without limitationis continuing, the NotesBorrower, which approvals shall not be unreasonably withheld. The Lender Any Bank may also at any time, and from time to time, assign to any branch, lending office, or affiliate or such Bank all or any part of any its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Lender’s obligations in connection therewith to one or more commercial banks Borrower. It is further agreed that each bank or other financial institutions or investors institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of Exhibit G hereto (each an “Assignee Lender”)"Assignment and Acceptance") together with an assignment fee in the amount of $3,500 payable by the assigning Bank to the Administrative Agent, shall, on the date specified in such Assignment and Acceptance, become a party to this Agreement and the other Loan Documents for all purposes of this Agreement and the other Loan Documents, and its portion of the Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto andBank assignor thereunder shall, to the extent that 77 -71- rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignee LenderAssignment and Acceptance, such Assignee Lender shall have the relinquish its rights and obligations (except for indemnity rights arising out of the Lender hereunder period prior to such assignment) and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder under this Agreement and under the other Loan Documents Documents. Upon the execution and delivery of such Assignment and Acceptance, (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loansa) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver issue to the Lender a new Note assignee bank or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, other financial institution Notes in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be bank's or other financial institution's Commitment dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced assignment or such other date as may be specified by the new NoteAdministrative Agent, and accrued feesotherwise completed in substantially the form of Exhibits A or B, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part extent any assigning Bank has retained a portion of the predecessor Note(s) evidenced by the its obligations hereunder, a replacement Note(s) shall be paid Syndicated Note, to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(sassigning Bank reflecting its assignment; (b) and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In additionextent applicable, the Borrower agrees that, if so requested by shall issue a Competitive Bid Note in substantially the Lenderform of Exhibit C (and a replacement Competitive Bid Note) or the Administrative Agent shall make appropriate entries on the Competitive Bid Loan Accounts to reflect such assignment of Competitive Bid Loan(s); and (c) this Agreement and Schedule 1 shall be deemed to be appropriately amended to reflect (i) the status of the bank or financial institution as a party hereto and (ii) the status and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or more banks or other financial institutions in its Commitment, the Borrower will cause all insurance policies, binders Loans and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents outstanding Letters of Credit. The documents evidencing any such participation shall limit such participating bank's or other related documents financial institution's voting rights with respect to be delivered this Agreement to the Lender matters set forth in Section 15.8(b)(i) - (v). Notwithstanding the foregoing, no assignment or participation shall operate to name increase the Assignee Lender Total Commitment hereunder or otherwise alter the substantive terms of this Agreement, and no Bank which retains a Commitment hereunder shall have a Commitment of less than $10,000,000, except as an additional insured or obligee, as a result of reductions in the Lender may requestTotal Commitment pursuant to Section 2.3 hereof. Anything contained in this Agreement Section 20 to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender Bank may at any time and from time to time pledge and assign all or any portion of its interest and rights under this Agreement (including all or any portion of its Notes) to any of the Loan Documents and other related documents to a twelve Federal Reserve BankBanks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or the enforcement thereof shall release the pledgor Bank from its obligations hereunder or under any of the other Loan Documents. The Borrower agrees that in addition to disclosures made in accordance with standard and customary banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder; provided that no such pledge assignees or assignment participants or potential assignees or participants shall release the Lender from its obligations thereunderagree to be bound by Section 18 hereof.

Assignment and Participation. The Lender unreasonably withheld; provided that a Bank may pledge or otherwise hypothecate assign all or any a portion of this Agreement its Canadian Commitment Percentage and Canadian Loans outstanding, Canadian Letters of Credit and Bankers' Acceptances, only to an Eligible Canadian Assignee. Any Bank may at any time, and from time to time, assign to any branch, lending office, or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) affiliate or in any of its rights and security hereunder, including, without limitation, the Notes. The Lender may also assign such Bank all or any part of any its rights and obligations under the Loan Documents by notice to the Agents and the Lender’s obligations in connection therewith to one or more commercial banks Company. It is further agreed that each bank or other financial institutions or investors institution which executes and delivers to the Documentation Agent and the Borrowers hereunder an Assignment and Acceptance substantially in the form of Exhibit J hereto (each an “Assignee Lender”)"Assignment and Acceptance") together with an assignment fee in the amount of $2,500 payable by the assigning Bank to the Documentation Agent, shall, on the date specified in such Assignment and Acceptance, become a party to this Agreement and the other Loan Documents for all purposes of this Agreement and the other Loan Documents, and its portion of the Domestic Commitment and Canadian Commitment, as applicable, the Loans and Letters of Credit and Bankers' Acceptances shall be as set forth in such Assignment and Acceptance. The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto andBank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignee LenderAssignment and Acceptance, such Assignee Lender shall have the relinquish its rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder under this Agreement and under the other Loan Documents Documents. Upon the execution and delivery of such Assignment and Acceptance, (including, without limitation, a) the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower Borrowers shall execute and deliver issue to the Lender a new Note assignee bank or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, other financial institution Notes in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange forbank's or other financial institution's Domestic Commitment or Canadian Commitment, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced assignment or such other date as may be specified by the new NoteDocumentation Agent, and accrued feesotherwise completed in substantially the form of Exhibits A, shall be paid as provided in the assignment agreement between the Lender B or C, and to the Assignee Lender. Accrued interest extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Syndicated Note and Canadian Note, as applicable, to the assigning Bank reflecting its assignment; (b) to the extent applicable, the Company shall issue a Competitive Bid Note in substantially the form of Exhibit D (and a replacement Competitive Bid Note) or the Administrative Agent shall make appropriate entries on that part the Competitive Bid Loan Accounts to reflect such assignment of Competitive Bid Loan(s); (c) the Documentation Agent shall distribute to the Borrowers, the Banks and such bank or financial institution a schedule reflecting such changes; and (d) this Agreement shall be deemed to be appropriately amended to reflect (i) the status of the predecessor Note(sbank or financial institution as a party hereto and (ii) evidenced by the replacement Note(s) status and rights of the Banks hereunder. Each Bank shall be paid also have the right to grant participations to one or more banks or other financial institutions in its Domestic Commitment or Canadian Commitment, the Loans, Bankers' Acceptances and outstanding Letters of Credit. The documents evidencing any such participation shall limit such participating bank's or financial institution's voting rights with respect to this Agreement to the Lendermatters set forth in Section 16.8 which require the approval of all Banks. Accrued interest 101 -95- Notwithstanding the foregoing, no assignment or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement, and accrued fees no Bank which retains a Commitment hereunder shall have a Commitment of less than $10,000,000, as such amount may be so apportioned between the Notes and paid at the same time or times provided reduced upon reductions in the predecessor Note(s) and Total Commitment pursuant to Section 2.3 hereof. Anything contained in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement Section 20 to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender Bank may at any time and from time to time pledge and assign all or any portion of its interest and rights under this Agreement (including all or any portion of its Notes) to any of the Loan Documents and other related documents to a twelve Federal Reserve Bank; provided that no Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment the enforcement thereof shall release the Lender pledgor Bank from its obligations thereunderhereunder or under any of the other Loan Documents.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, the Notes. The Lender may also assign all or any part of any the Loan and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the provide Borrower notice at least 10 days in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Transaction Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Transaction Documents (including, without limitation, including the obligation to fund the Assignee Lender’s share of the LoansLoan) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notespromissory note, as applicable (for delivery to the relevant Assignee Lender), in the form of Exhibit A hereto but substituting Assignee Lender’s name and evidencing such Assignee Lender’s assigned portion of the Loans Loan and a replacement Note or Notespromissory note, as applicable, in the principal amount of the Loans Loan retained by the Lender (such Note(s) promissory note to be in exchange for, but not in payment of, the Note(s) promissory note then held by the Lender). Each such Note The replacement promissory note shall be dated the date of the corresponding predecessor Notepromissory note. The Lender shall xxxx the predecessor Note promissory note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note promissory note evidenced by the new Notepromissory note held by the Assignee Lender, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) promissory note evidenced by the replacement Note(s) promissory note held by Lender shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes promissory note and paid at the same time or times provided in the predecessor Note(s) promissory note and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if Loan so requested long as such Assignee Lender has agreed to be bound by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may requestconfidentiality provisions of this Agreement. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Transaction Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender may pledge (a) Any Bondholder may, at its own cost, make assignments of or otherwise hypothecate all or any portion of this Agreement or grant sell participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunderobligations under this Bond Purchase Agreement and the other Bond Documents, includingin whole or in part, without limitationat any time subject to the provisions of Sections 2.05 and 3.03(c) hereof. In the case of any such assignment, the Notes. The Lender may also assign all or any part Bondholder shall be appointed to act as administrative agent pursuant to the terms of any Loan an administrative agent agreement to be entered into by the bondholders and the Lender’s administrative agent, and the assignee of such Bondholder's rights and/or obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto andentitled, to the extent that of such assignment, to the full benefit of this Bond Purchase Agreement to the same extent as if it were an original party in respect of the rights or obligations assigned to it. In the case of any such participation, the Bondholder shall be appointed to act as administrative agent pursuant to the terms of an administrative agent agreement to be entered into by the bondholders and the administrative agent, and all of such Bondholder's rights and/or obligations under this Bond Purchase Agreement and the other Bond Documents shall remain unchanged, and all amounts payable by the College hereunder shall be determined as if such Bondholder had not sold such participating interest(s). In each case, the Issuer and the College shall continue to deal solely and directly with such administrative agent, on behalf of such bondholders, in connection with such bondholder's rights and obligations hereunder have been assigned under the Bond Documents. Neither the Issuer nor the College may assign its rights or obligations under this Bond Purchase Agreement. This Bond Purchase Agreement shall be binding upon and delegated inure to such Assignee Lenderthe benefit of the respective heirs, such Assignee Lender successors and permitted assigns of all the parties to this Bond Purchase Agreement. EXHIBIT A BOND FORM THIS BOND HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IT MAY NOT BE TRANSFERRED OR PLEDGED EXCEPT UPON EITHER SUCH REGISTRATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER OR PLEDGE WILL NOT RESULT IN A VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED. XXXXXXXX COUNTY DEVELOPMENT CORPORATION TAX-EXEMPT REVENUE BONDS (ITHACA COLLEGE PROJECT), SERIES 2020 XXXXXXXX COUNTY DEVELOPMENT CORPORATION, a not-for-profit local development corporation of the State of New York (the "Issuer"), acknowledges itself indebted and for value received does hereby promise to pay, but solely from the sources and revenues as hereinafter provided, to the order of TD Bank, N.A. (the "Holder" or the "Bank"), or its registered assigns, the principal sum of $35,274,000, plus interest at a per annum rate as set forth herein. Terms not otherwise defined herein shall have the rights and obligations meanings ascribed to such terms in the Bond Purchase Agreement (as defined below). Principal Amount: $35,274,000 Dated Date: June 11, 2020 Maturity Date: June 1, 2050 Interest Rate: 2.14% Interest on this Bond shall be calculated on the basis of "a three hundred sixty (360) day year, for the Lender hereunder and under actual number of days elapsed" (such phrase, as used throughout the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by itBond, shall be released from its obligations hereunder and under mean that in computing interest for the other Loan Documents (including, without limitationsubject period, the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five (5) Business Days after receipt of interest shall be multiplied by a copy of the executed assignment and acceptance documentfraction, the Borrower shall execute denominator of which is 360 and deliver to the Lender a new Note or Notes, as applicable (for delivery to numerator of which is the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion actual number of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be dated days elapsed from the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part first disbursement of the predecessor Note evidenced by Bond Proceeds or the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part date of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued preceding interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligeeand/or principal due date, as the Lender case may request. Anything in this Agreement be, to the contrary notwithstanding, and without the need to comply with any date of the formal or procedural requirements next interest and/or principal due date). Interest shall accrue until the date of this receipt of payment. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Bond Purchase Agreement, including this Section 6.5, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, the NotesNote. The Lender may also assign all or any part of any the Loan and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors with the consent of Borrower, which consent shall not be unreasonably withheld (each an “Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loans) and other related documents, except for any liability from actions or omissions of Lender occurring prior to such assignment. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) Note to be in exchange for, but not in payment of, the Note(s) Note then held by the Lender). Each such Such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) Note evidenced by the replacement Note(s) Note shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) Note and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans, provided that such prospective Assignee Lender agrees in writing not to disclose such information to any other Person, except as required by law or regulation or as agreed to by Borrower. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, the Notes. The Lender may also assign all or any part of any the Loan and the Lender’s 's obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “"Assignee Lender”"). The Lender shall notify the provide Borrower notice at least 10 days in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s 's assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Transaction Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Transaction Documents (including, without limitation, including the obligation to fund the Assignee Lender’s 's share of the LoansLoan) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notespromissory note, as applicable (for delivery to the relevant Assignee Lender), in the form of Exhibit A hereto but substituting Assignee Lender's name and evidencing such Assignee Lender’s 's assigned portion of the Loans Loan and a replacement Note or Notespromissory note, as applicable, in the principal amount of the Loans Loan retained by the Lender (such Note(s) promissory note to be in exchange for, but not in payment of, the Note(s) promissory note then held by the Lender). Each such Note The replacement promissory note shall be dated the date of the corresponding predecessor Notepromissory note. The Lender shall xxxx mxxx the predecessor Note “promissory note "exchanged” " and deliver it to the Borrower. Accrued interest on that part of the predecessor Note promissory note evidenced by the new Notepromissory note held by the Assignee Lender, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) promissory note evidenced by the replacement Note(s) promissory note held by Lender shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes promissory note and paid at the same time or times provided in the predecessor Note(s) promissory note and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if Loan so requested long as such Assignee Lender has agreed to be bound by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may requestconfidentiality provisions of this Agreement. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Transaction Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender may pledge or otherwise hypothecate It is understood and agreed that each Bank shall have the right to assign at any time all or any a portion of this Agreement its Commitment Percentage and interests in the risk relating to the Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to or grant participations herein greater than (unless otherwise agreed to by the Borrower and the Administrative Agent) $5,000,000 (or, if a Bank’s Commitment is less than $5,000,000, in a minimum amount equal to such Bank’s Commitment; provided that prior to any Commitment reductions pursuant to §2.3.1, such Bank’s Commitment was at least $5,000,000), to additional banks, other financial institutions or Bank Affiliates (other than Defaulting Banks) with the prior written approval of the Administrative Agent, the Swing Line Bank and each Issuing Bank and, so long as no Event of Default has occurred and is continuing, the consent of the Borrower (provided that (i) the Lender acts as agent for Borrower’s consent shall not be required in the case of an assignment to a Bank Affiliate or to an Approved Fund and (ii) the Borrower shall be deemed to have consented to any participantssuch assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof), except as provided below) which approvals shall not be unreasonably withheld. Any Bank may at any time, and from time to time, assign to any branch, lending office, or in any of its rights and security hereunder, including, without limitation, the Notes. The Lender may also assign Bank Affiliate all or any part of any its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Lender’s obligations in connection therewith to one or more commercial banks Borrower. It is further agreed that each bank or other financial institutions institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Assumption substantially in the form of Exhibit E hereto, or investors such other form approved by the Administrative Agent (each an “Assignee LenderAssignment and Assumption”)) together with an assignment fee in the amount of $3,500 payable by the assigning Bank to the Administrative Agent, shall, on the date specified in such Assignment and Assumption, become a party to this Agreement and the other Loan Documents for all purposes of this Agreement and the other Loan Documents, and its portion of the Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Assumption; provided, that the Administrative Agent may, in its sole discretion, elect to waive such assignment fee. The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto andBank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignee LenderAssignment and Assumption, such Assignee Lender shall have the relinquish its rights and obligations (except for indemnity rights arising out of the Lender hereunder period prior to such assignment) and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder under this Agreement and under the other Loan Documents Documents. Upon the execution and delivery of such Assignment and Assumption (including, without limitation, a) to the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance documentextent applicable, the Borrower shall execute issue Notes (and deliver replacement Notes) or the Administrative Agent shall make appropriate entries on the applicable loan account(s) to reflect such assignment of Loan(s); and (b) this Agreement and Schedule 1 shall be deemed to be appropriately amended to reflect (i) the Lender status of the bank, financial institution or Bank Affiliate as a new Note party hereto and (ii) the status and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or Notesmore banks, as applicable other financial institutions or Bank Affiliates (for delivery to the relevant Assignee Lender)other than Defaulting Banks) in its Commitment, evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note outstanding Letters of Credit. The documents evidencing any such participation shall limit such participating bank’s, financial institution’s or NotesBank Affiliate’s, as applicable, voting rights with respect to this Agreement to the matters set forth in the principal amount of the Loans retained by the Lender §15.9(b)(i) — (v); and each such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note participant shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it entitled to the Borrower. Accrued interest on that part benefit of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and §5.5 hereof to the Assignee Lender. Accrued interest on that part extent of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid its participation, subject to the Lenderlimitations set forth therein. Accrued interest and accrued fees Notwithstanding the foregoing, no assignment or participation shall (a) be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining made to the Borrower or any Affiliate or (b) operate to increase the Loans. In additionTotal Commitment hereunder or otherwise alter the substantive terms of this Agreement, and no Bank which retains a Commitment hereunder shall have a Commitment of less than $5,000,000, except as a result of reductions in the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents Total Commitment pursuant to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request§2.3 hereof. Anything contained in this Agreement §20 to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender Bank may at any time and from time to time pledge and assign all or any portion of its interest and rights under this Agreement (including all or any portion of its Notes) to any of the Loan Documents and other related documents to a twelve Federal Reserve BankBanks organized under §4 of the Federal Reserve Act, 12 U.S.C. §341. No such pledge or the enforcement thereof shall release the pledgor Bank from its obligations hereunder or under any of the other Loan Documents. The Borrower agrees that in addition to disclosures made in accordance with standard and customary banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder; provided that no such pledge assignees or assignment participants or potential assignees or participants shall release the Lender from its obligations thereunderagree to be bound by §18 hereof.

Assignment and Participation. The Lender may pledge or otherwise hypothecate It is understood and agreed that each Bank shall have the right to assign at any time all or any a portion of this Agreement its Commitment Percentage and interests in the risk relating to the Loans and its Commitment hereunder in an amount equal to or grant participations herein greater than (except in the case of an assignment by a Bank to any other Bank or Bank Affiliate, or unless otherwise agreed to by the Company and the Administrative Agent) $5,000,000 (or, if a Bank’s Commitment is less than $5,000,000, in a minimum amount equal to such Bank’s Commitment; provided that prior to any Commitment reductions pursuant to Section 2.6, such Bank’s Commitment was at least $5,000,000), to additional banks, other financial institutions or Bank Affiliates (other than Defaulting Banks) with the prior written approval (not to be unreasonably withheld or delayed) of the Administrative Agent, and, so long as no Event of Default has occurred and is continuing, the consent of the Company (provided that (i) the Lender acts as agent for Company’s consent shall not be required in the case of an assignment by a Bank to any participantsother Bank, except as provided belowany Bank Affiliate of any Bank or any Approved Fund of any Bank and (ii) the Company shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five Business Days after having received notice thereof), which approvals shall not be unreasonably withheld or in delayed. Any Bank may at any of its rights time, and security hereunderfrom time to time, includingassign to any branch, without limitationlending office, the Notes. The Lender may also assign or Bank Affiliate all or any part of any its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Lender’s obligations in connection therewith to one or more commercial banks Company. It is further agreed that each bank or other financial institutions institution which executes and delivers to the Administrative Agent and the Company hereunder an Assignment and Assumption substantially in the form of Exhibit D hereto, or investors such other form approved by the Administrative Agent (each an “Assignee LenderAssignment and Assumption”)) together with an assignment fee in the amount of $3,500 payable by the assigning Bank to the Administrative Agent, shall, on the date specified in such Assignment and Assumption, become a party to this Agreement and the other Loan Documents for all purposes of this Agreement and the other Loan Documents, and its portion of the Commitment and the Loans shall be as set forth in such Assignment and Assumption; provided, that the Administrative Agent may, in its sole discretion, elect to waive such assignment fee. The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto andBank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignee LenderAssignment and Assumption, such Assignee Lender shall have the relinquish its rights and obligations (except for indemnity rights arising out of the Lender hereunder period prior to such assignment) and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder under this Agreement and under the other Loan Documents (includingDocuments; provided that no assignment by a Defaulting Bank will constitute a waiver or release of any claim of any party hereunder arising from that Bank’s having been a Defaulting Bank. In connection with any assignment of rights and obligations of any Defaulting Bank hereunder, without limitationno such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the obligation parties to fund the Assignee Lender’s assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of the Company and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the LoansDefaulting Bank, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Bank to the Administrative Agent or any Bank hereunder (and interest accrued thereon) and other related documents(y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Commitment Percentage. Within five Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Bank hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Bank for all purposes of this Agreement until such compliance occurs. Upon the execution and delivery of such Assignment and Assumption (5a) Business Days after receipt to the extent applicable, the Company shall issue Notes (and replacement Notes) or the Administrative Agent shall make appropriate entries on the applicable loan account(s) to reflect such assignment of Loan(s); and (b) this Agreement and Schedule 1 shall be deemed to be appropriately amended to reflect (i) the status of the bank, financial institution or Bank Affiliate as a party hereto and (ii) the status and rights of the Banks hereunder. The Administrative Agent, acting solely for this purpose as an agent of the Company, shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the executed assignment recordation of the names and acceptance documentaddresses of the Banks, and the Borrower shall execute Commitment Percentages of, and deliver to the Lender a new Note or Notes, as applicable principal amounts (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion and stated interest) of the Loans and a replacement Note or Notesowing to, as applicable, each Bank pursuant to the terms hereof from time to time (the “Register”). The entries in the principal amount of Register shall be conclusive absent manifest error, and the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment ofCompany, the Note(s) then held by Administrative Agent and the Lender). Each such Note Banks shall be dated treat each Person whose name is recorded in the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it Register pursuant to the Borrower. Accrued interest on that part terms hereof as a Bank hereunder for all purposes of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested Register shall be available for inspection by the LenderCompany and any Bank, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender may at any reasonable time and from time to time upon reasonable prior notice. Each Bank shall also have the right to grant participations to one or more banks, other financial institutions or Bank Affiliates (other than Defaulting Banks) in its Commitment and the Loans. The documents evidencing any such participation shall limit such participating bank’s, financial institution’s or Bank Affiliate’s, voting rights with respect to this Agreement to the matters set forth in Section 15.9(b)(i)-(v) and Section 15.9(b)(vi); and each such participant shall be entitled to the benefit of Section 3.4 hereof to the extent of its participation, subject to the limitations set forth therein. Each Bank that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Notwithstanding the foregoing, no assignment or participation shall (a) be made to the Company or any of its affiliates, a Defaulting Bank or any of its Subsidiaries or a natural person (including any holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person) or (b) operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement, and no Bank which retains a Commitment hereunder shall have a Commitment of less than $5,000,000, except as a result of reductions in the Total Commitment pursuant to Section 2.6 hereof. Anything contained in this Section 20 to the contrary notwithstanding, any Bank may at any time pledge and or assign a security interest in all or any portion of its interest and rights under this Agreement (including all or any portion of the Loan Documents and other related documents its Notes) to secure obligations of such Bank, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender such Bank from any of its obligations thereunderhereunder or under any of the other Loan Documents or substitute any such pledgee or assignee for such Bank as a party hereto or thereto. The Company agrees that in addition to disclosures made in accordance with standard and customary banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder; provided that such assignees or participants or potential assignees or participants shall agree to be bound by Section 18 hereof.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder. With the prior written consent of Borrower, includingnot to be unreasonably withheld or delayed, without limitation, the Notes. The Lender may also assign all or any part of any Loan the Facility and the Lender’s 's obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “"Assignee Lender”"). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s 's assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Transaction Documents and other related documents documents, and (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Transaction Documents (including, without limitation, the obligation to fund the Assignee Lender’s 's share of the LoansFacility) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notessubordinated note, as applicable (for delivery to the relevant Assignee Lender), in the form of Exhibit A hereto but substituting Assignee Lender's name and evidencing such Assignee Lender’s 's assigned portion of the Loans Facility and a replacement Note or Notessubordinated note, as applicable, in the principal amount of the Loans Facility retained by the Lender (such Note(s) subordinated note to be in exchange for, but not in payment of, the Note(s) subordinated note then held by the Lender). Each such Note Such subordinated note shall be dated the date of the corresponding predecessor Subordinated Note. The Lender shall xxxx mxxx the predecessor Subordinated Note “"exchanged” " and deliver it to the Borrower. Accrued interest on that part of the predecessor Subordinated Note evidenced by the new Notesubordinated note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) Subordinated Note evidenced by the replacement Note(s) subordinated note shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes subordinated note and paid at the same time or times provided in the predecessor Note(s) Subordinated Note and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the LoansFacility. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Transaction Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Transaction Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participantsherein, except as provided below) or in any of its rights and security hereunder, including, without limitation, the NotesNote. The Lender may also assign all or any part of any Loan and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents documents, and (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) Note to be in exchange for, but not in payment of, the Note(s) Note then held by the Lender). Each such Such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) Note evidenced by the replacement Note(s) Note shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes Note and paid at the same time or times provided in the predecessor Note(s) Note and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.57.3, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.. Second Amended and Restated Loan and Subordinated Debenture Purchase Agreement German American Bancorp, Inc./XX Xxxxxx Chase Bank, N.A.

Assignment and Participation. The Lender may pledge or otherwise hypothecate It is understood and agreed that each Bank shall have the right to assign at any time all or any a portion of this Agreement its Commitment Percentage and interests in the risk relating to the Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to or grant participations herein greater than $5,000,000 (or, if a Bank's Commitment is less than $5,000,000, in a minimum amount equal to such Bank's Commitment, provided that prior to any Commitment reductions pursuant to Section 2.3, such Bank's Commitment was at least $10,000,000) to additional banks or other financial institutions with the Lender acts prior written approval of the Administrative Agent and, so long as agent for any participants, except as provided below) or in any no Event of its rights Default has occurred and security hereunder, including, without limitationis continuing, the NotesBorrower, which approvals shall not be unreasonably withheld. The Lender Any Bank may also at any time, and from time to time, assign to any branch, lending office, or affiliate or such Bank all or any part of any its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Lender’s obligations in connection therewith to one or more commercial banks Borrower. It is further agreed that each bank or other financial institutions or investors institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of Exhibit G hereto (each an “Assignee Lender”)"Assignment and Acceptance") together with an assignment fee in the amount of $3,500 payable by the assigning Bank to the Administrative Agent, shall, on the date specified in such Assignment and Acceptance, become a party to this Agreement and the other Loan Documents for all purposes of this Agreement and the other Loan Documents, and its portion of the Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto andBank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignee LenderAssignment and Acceptance, such Assignee Lender shall have the relinquish its rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder under this Agreement and under the other Loan Documents Documents. Upon the execution and delivery of such Assignment and Acceptance, (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loansa) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver issue to the Lender a new Note assignee bank or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, other financial institution Notes in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be bank's or other financial institution's Commitment dated the date of the corresponding predecessor assignment or such other date as may be specified by the Administrative Agent, and otherwise completed in substantially the form of Exhibits A or B, and to the extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Syndicated Note. The Lender , to the assigning Bank reflecting its assignment; (b) to the extent applicable, the Borrower shall xxxx issue a Competitive Bid Note in substantially the predecessor Note “exchanged” form of Exhibit C (and deliver it a replacement Competitive Bid Note) or the Administrative Agent shall make appropriate entries on the Competitive Bid Loan Accounts to reflect such assignment of Competitive Bid Loan(s); (c) the Administrative Agent shall distribute to the Borrower. Accrued interest on that part , the Banks and such bank or financial institution a revised Schedule 1 reflecting such changes; and (d) this Agreement shall be deemed to be appropriately amended to reflect (i) the status of the predecessor Note evidenced by bank or financial institution as a party hereto and (ii) the new Notestatus and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or more banks or other financial institutions in its Commitment, the Loans and outstanding Letters of Credit. The documents evidencing any such participation shall limit such participating bank's or financial institution's voting rights with respect to this Agreement to the matters set forth in Section 16.8 which require the approval of all Banks. Notwithstanding the foregoing, no assignment or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement, and accrued feesno Bank which retains a Commitment hereunder shall have a Commitment of less than $10,000,000, shall as such amount may be paid as provided reduced upon reductions in the assignment agreement between the Lender and Total Commitment pursuant to the Assignee LenderSection 2.3 hereof. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and Anything contained in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement Section 21 to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender Bank may at any time and from time to time pledge and assign all or any portion of its interest and rights under this Agreement (including all or any portion of its Notes) to any of the Loan Documents and other related documents to a twelve Federal Reserve BankBanks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or the enforcement thereof shall release the pledgor Bank from its obligations hereunder or under any of the other Loan Documents. The Borrower agrees that in addition to disclosures made in accordance with standard and customary banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder; provided that no such pledge assignees or assignment participants or potential assignees or participants shall release the Lender from its obligations thereunderagree to be bound by Section 19 hereof.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided After the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitationInitial Closing Date, the Notes. The Lender Cash Flow Bridge Lenders may also assign all or or, in an amount not less than $25.00 million, any part of any Loan and of, their Cash Flow Bridge Loans (but not their commitments) under the Lender’s obligations in connection therewith Cash Flow Bridge Facility to their affiliates, approved funds or one or more commercial banks banks, financial institutions or other entities (other than the Borrower, its affiliates, Disqualified Lenders and natural persons), subject to the consent of the Cash Flow Bridge Facility Administrative Agent and the Borrower, in each case not to be unreasonably withheld, conditioned or delayed; provided that (a) assignments of Cash Flow Bridge Loans to Cash Flow Bridge Lenders, affiliates of Lenders (other than natural persons) or approved funds will not be subject to the above described consent and (b) consent of the Borrower shall not be required if a payment or bankruptcy event of default with regard to the Borrower has occurred and is continuing at the time of such assignment. Upon such assignment, the assignee will become a Cash Flow Bridge Lender for all purposes under the Cash Flow Bridge Facility Documentation. Assignments of the commitments shall not be permitted without the express written consent of the Borrower (which may be withheld, conditioned or delayed in its sole discretion) or otherwise in accordance with the provisions of the Commitment Letter. Subject to the terms of Section 3 of the Commitment Letter, the Cash Flow Bridge Lenders will have the right to participate their Cash Flow Bridge Loans (but not the commitment), before or after the Initial Closing Date, to other financial institutions or investors (each an “Assignee Lender”)other than Disqualified Lenders) without restriction, other than customary voting limitations. The Participants will have the same benefits as the Cash Flow Bridge Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery participating such Cash Flow Bridge Loans would have (and will be limited to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(sbenefits) with regard to be in exchange foryield protection and increased costs, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” subject to customary limitations and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunderrestrictions.

Assignment and Participation. The Each Lender may shall have the right to assign, transfer, sell, negotiate, pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in and any of its rights and security hereunderhereunder and under the other Loan Documents to any other Eligible Assignee with the prior written consent of the Agent and with the prior written consent of Borrower, including, without limitation, which consents by the Notes. The Lender may also assign all or any part of any Loan Agent and the Lender’s obligations Borrower shall not be unreasonably withheld, conditioned or delayed (provided that, in connection therewith to one the case of the Borrower, such consent shall not be required if a Default or more commercial banks Event of Default shall have occurred and be continuing and provided, further, such consent shall not be required from either the Agent or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of connection with any proposed Assignee Lender. Upon delivery assignment as to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance which (a) the assignee is an existing Lender (other than a Defaulting Lender) or (b) an Affiliate or a Related Fund of the assigning Lender)); provided, however, that (i) the parties to each such Assignee Lender assignment shall execute and deliver to Agent, for its approval and acceptance, an Assignment and Assumption in form and substance satisfactory to the Agent and substantially in the form set forth in Exhibit B attached hereto, (ii) each such assignment shall be deemed of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement, (iii) unless the Agent and, so long as no Event of Default exists, Borrower otherwise consent, the aggregate amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment shall in no event be less than One Million Dollars ($1,000,000.00), provided, however, that such minimum amount shall not apply if either (x) the assignee is an Affiliate or Related Fund of the Assigning Lender or (y) the Lender is assigning its entire remaining interest in the Loan, (iv) the Agent shall receive from the assigning Lender a processing fee of Three Thousand Five Hundred Dollars ($3,500.00), provided, however, that such fee shall not apply if the assignee is an Affiliate or Related Fund of the Assigning Lender, and (v) if the assignment is less than the assigning Lender's entire interest in the Loan, the assigning Lender must retain at least a One Million Dollar ($1,000,000.00) interest in the Loan, provided that such minimum shall not apply if the assignee is an Affiliate or Related Fund of the assigning Lender. The Agent may designate any Eligible Assignee accepting an assignment of a specified portion of the Loans to be a Co-Agent, an "Arranger" or similar title, but such designation shall not confer on such Assignee the rights or duties of the Agent. Upon such execution, delivery, approval and acceptance, and upon the effective date specified in the applicable Assignment and Assumption, (a) the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to it pursuant to such Assignee LenderAssignment and Assumption, such Assignee Lender shall have the rights and obligations of the a Lender hereunder and under the other Loan Documents Documents, and other related documents Borrower hereby agrees that all of the rights and remedies of Lenders in connection with the interest so assigned shall be enforceable against Borrower by such Eligible Assignee with the same force and effect and to the same extent as the same would have been enforceable but for such assignment, and (b) the Lenderassigning Lender thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and delegated by itAssumption, shall relinquish its rights and be released from its obligations hereunder and under the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunderthereunder thereafter accruing.

Assignment and Participation. The Lender may pledge or otherwise hypothecate It is understood and agreed that each Bank shall have the right to assign at any time all or any a portion of this Agreement its Commitment Percentage and interests in the risk relating to the Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to or grant participations herein (provided greater than $5,000,000 to additional banks or other financial institutions with the Lender acts prior written approval of the Administrative Agent and, so long as agent for any participants, except as provided below) or in any no Event of its rights Default has occurred and security hereunder, including, without limitationis continuing, the NotesBorrower, which approvals shall not be unreasonably withheld. The Lender Any Bank may also at any time, and from time to time, assign to any branch, lending office, or affiliate or such Bank all or any part of any its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Lender’s obligations in connection therewith to one or more commercial banks Borrower. It is further agreed that each bank or other financial institutions or investors institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of Exhibit G hereto (each an “Assignee Lender”)"Assignment and Acceptance") together with an assignment fee in the amount of $2,500 payable by the assigning Bank to the Administrative Agent, shall, on the date specified in such Assignment and Acceptance, become a party to this Agreement and the other Loan Documents for all purposes of this Agreement and the other Loan Documents, and its portion of the Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto andBank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignee LenderAssignment and Acceptance, such Assignee Lender shall have the relinquish its rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder under this Agreement and under the other Loan Documents Documents. Upon the execution and delivery of such Assignment and Acceptance, (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loansa) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver issue to the Lender a new Note assignee bank or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, other financial institution Notes in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be bank's or other financial institution's Commitment dated the date of the corresponding predecessor assignment or such other date as may be specified by the Administrative Agent, and otherwise completed in substantially the form of Exhibits A or B, and to the extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Syndicated Note. The Lender , to the assigning Bank reflecting its assignment; (b) to the extent applicable, the Borrower shall xxxx issue a Competitive Bid Note in substantially the predecessor Note “exchanged” form of Exhibit C (and deliver it a replacement Competitive Bid Note) or the Administrative Agent shall make appropriate entries on the Competitive Bid Loan Accounts to reflect such assignment of Competitive Bid Loan(s); (c) the Administrative Agent shall distribute to the Borrower. Accrued interest on that part , the Banks and such bank or financial 87 -81- institution a schedule reflecting such changes; and (d) this Agreement shall be deemed to be appropriately amended to reflect (i) the status of the predecessor Note evidenced by bank or financial institution as a party hereto and (ii) the new Notestatus and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or more banks or other financial institutions in its Commitment, the Loans and outstanding Letters of Credit. The documents evidencing any such participation shall limit such participating bank's or financial institution's voting rights with respect to this Agreement to the matters set forth in Section 15.8 which require the approval of all Banks. Notwithstanding the foregoing, no assignment or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement, and accrued feesno Bank which retains a Commitment hereunder shall have a Commitment of less than $10,000,000, shall as such amount may be paid as provided reduced upon reductions in the assignment agreement between the Lender and Total Commitment pursuant to the Assignee LenderSection 2.3 hereof. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and Anything contained in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement Section 19 to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender Bank may at any time and from time to time pledge and assign all or any portion of its interest and rights under this Agreement (including all or any portion of its Notes) to any of the Loan Documents and other related documents to a twelve Federal Reserve Bank; provided that no Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment the enforcement thereof shall release the Lender pledgor Bank from its obligations thereunderhereunder or under any of the other Loan Documents.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, the Notes. The Lender may also assign all or any part of any Loan and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) Note to be in exchange for, but not in payment of, the Note(s) Note then held by the Lender). Each such Such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) Note evidenced by the replacement Note(s) Note shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes Note and paid at the same time or times provided in the predecessor Note(s) Note and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender (a) Except as expressly set forth in Article II, Borrower may pledge not sell, assign or otherwise hypothecate transfer any rights, obligations or other interest of Borrower in or under the Loan Documents. (b) Lender and each assignee of all or any a portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or Loan shall have the right from time to time in any its discretion and without the consent of its rights and security hereunder, including, without limitation, the Notes. The Lender may also assign all or any part of any Loan and the Lender’s obligations in connection therewith Borrower to sell one or more commercial banks of the Notes or other financial institutions Note Components or investors any interest therein (each an “Assignee LenderAssignment”) and/or sell a participation interest in one or more of the Notes or Note Components (a “Participation”). Borrower shall reasonably cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation, and Borrower shall promptly provide such information, legal opinions and documents relating to each Required SPE, Sponsor, the Property, the Approved Property Manager and any Tenants as Lender may reasonably request in connection with such Assignment or Participation. The Lender foregoing shall notify be at Lender’s sole cost and expense; provided that Borrower shall pay its own legal expenses up to the Borrower in advance amount that, when aggregated with Borrower’s expenses under Section 1.1(c) and the Cooperation Agreement, shall not exceed $25,000 (and any excess over such amount shall be paid by Lender). In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the identity of any proposed Assignee assigning Lender as a “Lender. Upon delivery to ” hereunder and under the Borrower of an executed copy of other Loan Documents, (ii) the Assignee Lender’s assignment and acceptance (a) each such Assignee assigning Lender shall be deemed to be a party hereto andshall, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignee Lenderan Assignment, such Assignee Lender shall have the relinquish its rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5and (iii) one Lender shall serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the Lender may at any time and from time sole party authorized to time pledge and assign all grant or any portion of its rights under all or any withhold consents hereunder on behalf of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.Lenders 91

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security obligations hereunder, including, without limitation, the Notes. The Lender may also assign all or any part of any Loan the Loans and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Transaction Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Transaction Documents (including, without limitation, including the obligation to fund the Assignee Lender’s share of one or more of the assigned or delegated Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note promissory note or Notesnotes, as applicable (for delivery to the relevant Assignee Lender), substantially in the form of Exhibit A hereto, as applicable, but substituting Assignee Lender’s name and evidencing such Assignee Lender’s assigned portion of the Loan or Loans and a replacement Note promissory note or Notesnotes, as applicable, in the principal amount of the Loan or Loans retained by the Lender (such Note(s) promissory note or notes to be in exchange for, but not in payment of, the Note(s) promissory note or notes, as applicable, then held by the Lender). Each such Note The replacement promissory note or notes, as applicable, shall be dated the date of the corresponding predecessor Notepromissory note. The Lender shall xxxx the predecessor Note promissory note or notes, as applicable, “exchanged” and deliver it or them, as applicable, to the Borrower. Accrued interest on that part of the predecessor Note promissory note evidenced by the new Notepromissory note held by the Assignee Lender, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) promissory note evidenced by the replacement Note(s) promissory note held by Lender shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes promissory notes and paid at the same time or times provided in the predecessor Note(s) promissory note and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if Loans so requested long as such Assignee Lender has agreed to be bound by the Lender, the Borrower will cause confidentiality provisions of this Agreement and such disclosure is made in material compliance with all insurance policies, binders applicable laws and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may requestregulations. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Transaction Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.. The parties to this Agreement acknowledge that this Section 9.2 does not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank

Assignment and Participation. The Lender may pledge It is understood and agreed that each Bank shall have the right to assign or otherwise hypothecate participate at any time all or any a portion of this Agreement its Commitment and interests in the risk relating to any Loans and outstanding Letters of Credit hereunder in an amount equal to or grant participations herein greater than $5,000,000 (provided the Lender acts as agent for any participants, except as provided below) or in any which assignment shall be of its rights and security hereunder, including, without limitationan equal percentage of such Bank's Commitment, the NotesRevolving Credit Loans and outstanding Letters of Credit) to Eligible Assignees with the prior written consent of the Agent and, unless a Default or an Event of Default shall have occurred and be continuing, the Borrowers, which approvals shall not be unreasonably withheld. The Lender may also assign all or any part of any Loan It is further agreed that each Eligible Assignee which executes and delivers to the Banks and the Lender’s obligations Borrowers an Assignment and Acceptance in connection therewith substantially the form of Exhibit E (an "Assignment and Acceptance") shall, on the date specified in such Assignment and Acceptance, become a party to one or more commercial banks or this Credit Agreement and the other financial institutions or investors (each an “Assignee Lender”). The Lender Loan Documents for all purposes of this Credit Agreement and the other Loan Documents, and its Commitment shall notify the Borrower be as set forth in advance of the identity of any proposed Assignee Lendersuch Assignment and Acceptance. Upon the execution and delivery of such Assignment and Acceptance and payment by the assigning bank of an assignment fee in the amount of $3,500 to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance Agent, (a) each the Borrowers shall issue to such Eligible Assignee Lender shall a Revolving Credit Note in the amount of such Eligible Assignee's Commitment dated the Closing Date or such other date as may be deemed to be a party specified by the Agent and otherwise completed in substantially the form of Exhibit A hereto and, to the extent that rights and any assigning Bank has retained a portion of its obligations hereunder have been assigned and delegated hereunder, a replacement Revolving Credit Note to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents assigning Bank; (b) the Lender, Agent shall distribute to the extent that rights Borrowers, the Banks and obligations hereunder have been assigned and delegated by it, such Eligible Assignee a schedule reflecting such changes; (c) this Credit Agreement shall be released from its obligations hereunder appropriately amended to reflect (i) the status of such Eligible Assignee as a party hereto and under (ii) the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s share status and rights of the LoansBanks and Agent hereunder; and (d) and other related documents. Within five (5) Business Days after receipt of a copy the Borrowers shall take such action as the Agent may reasonably request to perfect any security interests in favor of the executed assignment and acceptance documentBanks, the Borrower shall execute and deliver including any Eligible Assignee which becomes a party to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Credit Agreement. The Borrower authorizes documents evidencing any such participation may provide that, except with the Lender consent of the bank or financial institution that is a party thereto, such Bank will not consent to disclose to any prospective Assignee Lender any financial (a) the reduction in or other information pertaining forgiveness of the stated principal of or rate of interest on or Commitment Fee with respect to the Borrower portion of any Loan subject to such participation or assignment, (b) the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents extension or other related documents to be delivered postponement of any stated date fixed for payment of principal or interest or Commitment Fee with respect to the Lender portion of any Loan subject to name such participation or assignment, or (c) the Assignee Lender as an additional insured waiver or obligeereduction of any right to indemnification of such Bank hereunder. Notwithstanding the foregoing, as no syndication or participation shall operate to increase the Lender may requestTotal Commitment hereunder or otherwise alter the substantive terms of this Credit Agreement. Anything contained in this Agreement Section 17 to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender Bank may at any time and from time to time pledge and assign all or any portion of its interest and rights under this Credit Agreement (including all or any portion of its Notes) to any of the Loan Documents and other related documents to a twelve Federal Reserve Bank; provided that no Banks organized under Section 4 of the Federal Reserve 71 -65- Act, 12 U.S.C. Section 341. No such pledge or assignment the enforcement thereof shall release the Lender pledgor Bank from its obligations thereunderhereunder or under any of the other Loan Documents.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, the Notes. The Lender may also assign all or any part of any Loan the Facility and the LenderLxxxxx’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower Bxxxxxxx of an executed copy of the Assignee LenderLxxxxx’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Transaction Documents and other related documents documents, and (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Transaction Documents (including, without limitation, the obligation to fund the Assignee LenderLxxxxx’s share of the LoansFacility) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notessubordinated debenture, as applicable (for delivery to the relevant Assignee Lender), in the form of Exhibit A hereto but substituting Assignee Lender’s name and evidencing such Assignee LenderLxxxxx’s assigned portion of the Loans Facility and a replacement Note or Notessubordinated debenture, as applicable, in the principal amount of the Loans Facility retained by the Lender Lxxxxx (such Note(s) subordinated debenture to be in exchange for, but not in payment of, the Note(s) subordinated debenture then held by the Lender). Each such Note Such subordinated debenture shall be dated the date of the corresponding predecessor NoteSubordinated Debenture. The Lender shall xxxx mark the predecessor Note Subordinated Debenture “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note Subordinated Debenture evidenced by the new Notesubordinated debenture, and accrued fees, shall be paid as provided in the assignment agreement between the Lender Lxxxxx and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) Subordinated Debenture evidenced by the replacement Note(s) subordinated debenture shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes subordinated debenture and paid at the same time or times provided in the predecessor Note(s) Subordinated Debenture and in this Agreement. The Borrower authorizes the Lender Lxxxxx to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the LoansFacility. In addition, the Borrower Bxxxxxxx agrees that, if so requested by the LenderLxxxxx, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Transaction Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Transaction Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender may pledge or otherwise hypothecate It is understood and agreed that each Bank shall have the right to assign at any time all or any a portion of this Agreement its Commitment Percentage and interests in the risk relating to the Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to or grant participations herein greater than $5,000,000 (or, if a Bank’s Commitment is less than $5,000,000, in a minimum amount equal to such Bank’s Commitment; provided that prior to any Commitment reductions pursuant to §2.3.1, such Bank’s Commitment was at least $5,000,000) to additional banks, other financial institutions or Bank Affiliates with the prior written approval of the Administrative Agent and each Issuing Bank and, so long as no Event of Default has occurred and is continuing, the consent of the Borrower (provided that the Lender acts as agent for Borrower’s consent shall not be required in the case of an assignment to a Bank Affiliate or to an Approved Fund), which approvals shall not be unreasonably withheld. Any Bank may at any participantstime, except as provided below) and from time to time, assign to any branch, lending office, or in any of its rights and security hereunder, including, without limitation, the Notes. The Lender may also assign Bank Affiliate all or any part of any its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Lender’s obligations in connection therewith to one or more commercial banks Borrower. It is further agreed that each bank or other financial institutions or investors institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of Exhibit D hereto (each an “Assignee LenderAssignment and Acceptance”)) together with an assignment fee in the amount of $3,500 payable by the assigning Bank to the Administrative Agent, shall, on the date specified in such Assignment and Acceptance, become a party to this Agreement and the other Loan Documents for all purposes of this Agreement and the other Loan Documents, and its portion of the Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto andBank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignee LenderAssignment and Acceptance, such Assignee Lender shall have the relinquish its rights and obligations (except for indemnity rights arising out of the Lender hereunder period prior to such assignment) and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder under this Agreement and under the other Loan Documents Documents. Upon the execution and delivery of such Assignment and Acceptance (including, without limitation, a) to the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance documentextent applicable, the Borrower shall execute issue Notes (and deliver replacement Notes) or the Administrative Agent shall make appropriate entries on the applicable loan account(s) to reflect such assignment of Loan(s); and (b) this Agreement and Schedule 1 shall be deemed to be appropriately amended to reflect (i) the Lender status of the bank, financial institution or Bank Affiliate as a new Note party hereto and (ii) the status and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or Notesmore banks, as applicable (for delivery to the relevant Assignee Lender)other financial institutions or Bank Affiliates in its Commitment, evidencing such Assignee Lender’s assigned portion of the Loans and outstanding Letters of Credit. The documents evidencing any such participation shall limit such participating bank’s, financial institution’s or Bank Affiliate’s, voting rights with respect to this Agreement to the matters set forth in §15.9(b)(i) – (v); and each such participant shall be entitled to the benefit of §5.5 hereof to the extent of its participation, subject to the limitations set forth therein. Notwithstanding the foregoing, no assignment or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement, and no Bank which retains a replacement Note or NotesCommitment hereunder shall have a Commitment of less than $5,000,000, except as applicable, a result of reductions in the principal amount of the Loans retained by the Lender (such Note(s) Total Commitment pursuant to be in exchange for, but not in payment of, the Note(s) then held by the Lender)§2.3 hereof. Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and Anything contained in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement §20 to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender Bank may at any time and from time to time pledge and assign all or any portion of its interest and rights under this Agreement (including all or any portion of its Notes) to any of the Loan Documents and other related documents to a twelve Federal Reserve BankBanks organized under §4 of the Federal Reserve Act, 12 U.S.C. §341. No such pledge or the enforcement thereof shall release the pledgor Bank from its obligations hereunder or under any of the other Loan Documents. The Borrower agrees that in addition to disclosures made in accordance with standard and customary banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder; provided that no such pledge assignees or assignment participants or potential assignees or participants shall release the Lender from its obligations thereunderagree to be bound by §18 hereof.

Assignment and Participation. The Lender may pledge or otherwise hypothecate It is understood and agreed that each Bank shall have the right to assign at any time all or any a portion of this Agreement its Commitment Percentage and interests in the risk relating to the Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to or grant participations herein greater than $5,000,000 (provided or, if a Bank's Commitment is less than $5,000,000, in a minimum amount equal to such Bank's Commitment, PROVIDED that prior to any Commitment reductions pursuant to Section 2.3, such Bank's Commitment was at least $10,000,000) to additional banks or other financial institutions with the Lender acts prior written approval of the Administrative Agent and, so long as agent for any participants, except as provided below) or in any no Event of its rights Default has occurred and security hereunder, including, without limitationis continuing, the NotesBorrower, which approvals shall not be unreasonably withheld. The Lender Any Bank may also at any time, and from time to time, assign to any branch, lending office, or affiliate or such Bank all or any part of any its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Lender’s obligations in connection therewith to one or more commercial banks Borrower. It is further agreed that each bank or other financial institutions or investors institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of EXHIBIT G hereto (each an “Assignee Lender”)"Assignment and Acceptance") together with an assignment fee in the amount of $2,500 payable by the assigning Bank to the Administrative Agent, shall, on the date specified in such Assignment and Acceptance, become a party to this Agreement and the other Loan Documents for all purposes of this Agreement and the other Loan Documents, and its portion of the Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto andBank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignee LenderAssignment and Acceptance, such Assignee Lender shall have the relinquish its rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder under this Agreement and under the other Loan Documents Documents. Upon the execution and delivery of such Assignment and Acceptance, (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loansa) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver issue to the Lender a new Note assignee bank or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, other financial institution Notes in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be bank's or other financial institution's Commitment dated the date of the corresponding predecessor assignment or such other date as may be specified by the Administrative Agent, and otherwise completed in substantially the form of EXHIBITS A or B, and to the extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Syndicated Note. The Lender , to the assigning Bank reflecting its assignment; (b) to the extent applicable, the Borrower shall xxxx issue a Competitive Bid Note in substantially the predecessor Note “exchanged” form of EXHIBIT C (and deliver it a replacement Competitive Bid Note) or the Administrative Agent shall make appropriate entries on the Competitive Bid Loan Accounts to reflect such assignment of Competitive Bid Loan(s); (c) the Administrative Agent shall distribute to the Borrower. Accrued interest on that part , the Banks and such bank or financial institution a schedule reflecting such changes; and (d) this Agreement shall be deemed to be appropriately amended to reflect (i) the status of the predecessor Note evidenced by bank or financial institution as a party hereto and (ii) the new Notestatus and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or more banks or other financial institutions in its Commitment, the Loans and outstanding Letters of Credit. The documents evidencing any such participation shall limit such participating bank's or financial institution's voting rights with respect to this Agreement to the matters set forth in Section 15.8 which require the approval of all Banks. Notwithstanding the foregoing, no assignment or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement, and accrued feesno Bank which retains a Commitment hereunder shall have a Commitment of less than $10,000,000, shall as such amount may be paid as provided reduced upon reductions in the assignment agreement between the Lender and Total Commitment pursuant to the Assignee LenderSection 2.3 hereof. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and Anything contained in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement Section 20 to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender Bank may at any time and from time to time pledge and assign all or any portion of its interest and rights under this Agreement (including all or any portion of its Notes) to any of the Loan Documents and other related documents to a twelve Federal Reserve BankBanks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or the enforcement thereof shall release the pledgor Bank from its obligations hereunder or under any of the other Loan Documents. The Borrower agrees that in addition to disclosures made in accordance with standard and customary banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder; provided that no such pledge assignees or assignment participants or potential assignees or participants shall release the Lender from its obligations thereunderagree to be bound by Section 18 hereof.

Assignment and Participation. The Lender may pledge or otherwise hypothecate It is understood and agreed that each Bank shall have the right to assign at any time all or any a portion of this Agreement its Commitment Percentage and interests in the risk relating to the Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to or grant participations herein greater than $5,000,000 (or, if a Bank's Commitment is less than $5,000,000, in a minimum amount equal to such Bank's Commitment, provided that prior to any Commitment reductions pursuant to Section 2.3.1, such Bank's Commitment was at least $5,000,000) to additional banks, other financial institutions or Bank Affiliates with the Lender acts prior written approval of the Administrative Agent and, so long as agent for any participants, except as provided below) or in any no Event of its rights Default has occurred and security hereunder, including, without limitationis continuing, the NotesBorrower, which approvals shall not be unreasonably withheld. The Lender Any Bank may also at -68- any time, and from time to time, assign to any branch, lending office, or Bank Affiliate all or any part of any its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Lender’s obligations in connection therewith to one or more commercial banks Borrower. It is further agreed that each bank or other financial institutions or investors institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of Exhibit D hereto (each an “Assignee Lender”)"Assignment and Acceptance") together with an assignment fee in the amount of $3,500 payable by the assigning Bank to the Administrative Agent, shall, on the date specified in such Assignment and Acceptance, become a party to this Agreement and the other Loan Documents for all purposes of this Agreement and the other Loan Documents, and its portion of the Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto andBank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignee LenderAssignment and Acceptance, such Assignee Lender shall have the relinquish its rights and obligations (except for indemnity rights arising out of the Lender hereunder period prior to such assignment) and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder under this Agreement and under the other Loan Documents Documents. Upon the execution and delivery of such Assignment and Acceptance (including, without limitation, a) to the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance documentextent applicable, the Borrower shall execute issue Notes (and deliver replacement Notes) or the Administrative Agent shall make appropriate entries on the applicable loan account(s) to reflect such assignment of Loan(s); and (b) this Agreement and Schedule 1 shall be deemed to be appropriately amended to reflect (i) the Lender status of the bank, financial institution or Bank Affiliate as a new Note party hereto and (ii) the status and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or Notesmore banks, as applicable (for delivery to the relevant Assignee Lender)other financial institutions or Bank Affiliates in its Commitment, evidencing such Assignee Lender’s assigned portion of the Loans and outstanding Letters of Credit. The documents evidencing any such participation shall limit such participating bank's, financial institution's or Bank Affiliate's, voting rights with respect to this Agreement to the matters set forth in Section 15.9(b)(i) - (v). Notwithstanding the foregoing, no assignment or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement, and no Bank which retains a replacement Note or NotesCommitment hereunder shall have a Commitment of less than $5,000,000, except as applicable, a result of reductions in the principal amount of the Loans retained by the Lender (such Note(s) Total Commitment pursuant to be in exchange for, but not in payment of, the Note(s) then held by the Lender)Section 2.3 hereof. Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and Anything contained in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement Section 20 to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender Bank may at any time and from time to time pledge and assign all or any portion of its interest and rights under this Agreement (including all or any portion of its Notes) to any of the Loan Documents and other related documents to a twelve Federal Reserve BankBanks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or the enforcement thereof shall release the pledgor Bank from its obligations hereunder or under any of the other Loan Documents. The Borrower agrees that in addition to disclosures made in accordance with standard and customary banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder; provided that no such pledge assignees or assignment participants or potential assignees or participants shall release the Lender from its obligations thereunderagree to be bound by Section 18 hereof.

Assignment and Participation. The 10.2.1. Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) ), or in any of its rights and security hereunder, including, without limitation, the NotesNote. The Lender may also assign all or any part (provided Lender acts as agent in connection with any partial assignment, except as provided below) of any the Loan and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (ai) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, and assumed in writing by such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents or the Other Related Documents, and other related documents (bii) the Lender, to the extent that rights and obligations hereunder have been assigned assigned, assumed in writing, and delegated by it, shall be released from its obligations hereunder and under the other Loan Documents or the Other Related Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loans) and other related documentsLoan). Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, along with a form new Note or Notes (in the same form as the existing Note except for changes to specifically address the assignment of all or a portion of the Note), at Lender’s request, Borrower shall execute and deliver to the Lender a new Note or NotesNotes in the form provided by Lender, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans Loan and a replacement Note or Notes, as applicable, in the principal amount of the Loans Loan retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) Note then held by the Lender). Each such Note Such Note(s) shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx hold such new Note or Notes in escrow until Lender has marked the predecessor Note Note(s) “exchanged” and deliver delivered it to the Borrower. Accrued interest on that part of the predecessor Note Note(s) evidenced by the new NoteNote(s), and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender, provided that in no event shall Borrower pay any duplicate interest or fees. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender, provided that in no event shall Borrower pay any duplicate interest or fees. Accrued interest and accrued fees shall be so apportioned between the Notes Note(s) and paid at the same time or times provided in the predecessor Note(s) and in this Agreement, provided that in no event shall Borrower pay any duplicate interest or fees. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to Borrower, the Borrower Loan, the Properties or the LoansImprovements, provided that such prospective Assignee Lender agrees to keep such information confidential in accordance with customary lending practice. In addition, the Borrower agrees that, in connection with any complete assignment of the Loan, if so requested by the Lender and at Lender’s expense, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents the Other Related Documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. In the event of a granting of a participation or an assignment of less than all of its interest in the Loan, Ventas Realty, Limited Partnership, a Delaware limited partnership, shall continue to act as agent for Lender and any notice, report or other document delivered to agent shall be deemed to have been delivered to any party then constituting Lender. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.510.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents or the Other Related Documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participantsherein, except as provided below) or in any of its rights and security hereunder, including, without limitation, the NotesNote. The Lender may also assign all or any part of any Loan and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents documents, and (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) Note to be in exchange for, but not in payment of, the Note(s) Note then held by the Lender). Each such Such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx mxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) Note evidenced by the replacement Note(s) Note shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes Note and paid at the same time or times provided in the predecessor Note(s) Note and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.57.3, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender may pledge It is understood and agreed that each Bank shall have the right to assign or otherwise hypothecate participate at any time all or any a portion of this Agreement its Commitment and interests in the risk relating to any Loans and outstanding Letters of Credit hereunder in an amount equal to or grant participations herein greater than $5,000,000 (provided the Lender acts as agent for any participants, except as provided below) or in any which assignment shall be of its rights and security hereunder, including, without limitationan equal percentage of such Bank's Commitment, the NotesRevolving Credit Loans and outstanding Letters of Credit) to Eligible Assignees with the prior written consent of the Agent and, unless a Default or an Event of Default shall have occurred and be continuing, the Borrowers, which approvals shall not be unreasonably withheld. The Lender may also assign all or any part of any Loan It is further agreed that each Eligible Assignee which executes and delivers to the Banks and the Lender’s obligations Borrowers an Assignment and Acceptance in connection therewith substantially the form of Exhibit F (an "Assignment and Acceptance") shall, on the date specified in such Assignment and Acceptance, become a party to one or more commercial banks or this Credit Agreement and the other financial institutions or investors (each an “Assignee Lender”). The Lender Loan Documents for all purposes of this Credit Agreement and the other Loan Documents, and its Commitment shall notify the Borrower be as set forth in advance of the identity of any proposed Assignee Lendersuch Assignment and Acceptance. Upon the execution and delivery of such Assignment and Acceptance and payment by the assigning bank of an assignment fee in the amount of $3,500 to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance Agent, (a) each the Borrowers shall issue to such Eligible Assignee Lender shall a Revolving Credit Note in the amount of such Eligible Assignee's Commitment dated the Closing Date or such other date as may be deemed to be a party specified by the Agent and otherwise completed in substantially the form of Exhibit A hereto and, to the extent that rights and any assigning Bank has retained a portion of its obligations hereunder have been assigned and delegated hereunder, a replacement Revolving Credit Note to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents assigning Bank; (b) the Lender, Agent shall distribute to the extent that rights Borrowers, the Banks and obligations hereunder have been assigned and delegated by it, such Eligible Assignee a schedule reflecting such changes; (c) this Credit Agreement shall be released from its obligations hereunder appropriately amended to reflect (i) the status of such Eligible Assignee as a party hereto and under (ii) the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s share status and rights of the LoansBanks and Agent hereunder; and (d) and other related documents. Within five (5) Business Days after receipt of a copy the Borrowers shall take such action as the Agent may reasonably request to perfect any security interests in favor of the executed assignment and acceptance documentBanks, the Borrower shall execute and deliver including any Eligible Assignee which becomes a party to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Credit Agreement. The Borrower authorizes documents evidencing any such participation may provide that, except with the Lender consent of the bank or financial institution that is a party thereto, such Bank will not consent to disclose to any prospective Assignee Lender any financial (A) the reduction in or other information pertaining forgiveness of the stated principal of or rate of interest on or Commitment Fee with respect to the Borrower portion of any Loan subject to such participation or assignment, (B) the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents extension or other related documents to be delivered postponement of any stated date fixed for payment of principal or interest or Commitment Fee with respect to the Lender portion of any Loan subject to name such participation or assignment, or (C) the Assignee Lender waiver or reduction of any right to indemnification of such Bank hereunder. Notwithstanding the foregoing, no syndication or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Credit Agreement, except as an additional insured or obligee, as the Lender may requestcontemplated under Section 2.2.2. Anything contained in this Agreement Section 17 to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender Bank may at any time and from time to time pledge and assign all or any portion of its interest and rights under this Credit Agreement (including all or any portion of its Notes) to any of the Loan Documents and other related documents to a twelve Federal Reserve Bank; provided that no Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment the enforcement thereof shall release the Lender pledgor Bank from its obligations thereunderhereunder or under any of the other Loan Documents.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security obligations hereunder, including, without limitation, the Notes. The Lender may also assign all or any part of any Loan the Loans and the Lender’s 's obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the provide Borrower notice at least ten (10) days in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s 's assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Transaction Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Transaction Documents (including, without limitation, including the obligation to fund the Assignee Lender’s 's share of one or more of the assigned or delegated Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note promissory note or Notesnotes, as applicable (for delivery to the relevant Assignee Lender), substantially in the form of Exhibit A or Exhibit B hereto, as applicable, but substituting Assignee Lender's name and evidencing such Assignee Lender’s 's assigned portion of the Loan or Loans and a replacement Note promissory note or Notesnotes, as applicable, in the principal amount of the Loan or Loans retained by the Lender (such Note(s) promissory note or notes to be in exchange for, but not in payment of, the Note(s) promissory note or notes, as applicable, then held by the Lender). Each such Note The replacement promissory note or notes, as applicable, shall be dated the date of the corresponding predecessor Notepromissory note. The Lender shall xxxx the predecessor Note promissory note or notes, as applicable, “exchanged” and deliver it or them, as applicable, to the Borrower. Accrued interest on that part of the predecessor Note promissory note evidenced by the new Notepromissory note held by the Assignee Lender, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) promissory note evidenced by the replacement Note(s) promissory note held by Lender shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes promissory notes and paid at the same time or times provided in the predecessor Note(s) promissory note and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if Loans so requested long as such Assignee Lender has agreed to be bound by the Lender, the Borrower will cause confidentiality provisions of this Agreement and such disclosure is made in material compliance with all insurance policies, binders applicable laws and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may requestregulations. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Transaction Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Following the occurrence of an Event of Default, or the receipt of the consent of Borrower, which consent shall not be unreasonably withheld, (a) Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, the Notes. The hereunder and (b) Lender may also assign all or any part of any Loan the Facility and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Transaction Documents and other related documents documents, and (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Transaction Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the LoansFacility) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notessubordinated debenture, as applicable (for delivery to the relevant Assignee Lender), in the form of Exhibit A hereto but substituting Assignee Lender’s name and evidencing such Assignee Lender’s assigned portion of the Loans Facility and a replacement Note or Notessubordinated debenture, as applicable, in the principal amount of the Loans Facility retained by the Lender (such Note(s) subordinated debenture to be in exchange for, but not in payment of, the Note(s) subordinated debenture then held by the Lender). Each such Note Such subordinated debenture shall be dated the date of the corresponding predecessor NoteSubordinated Debenture. The Lender shall xxxx mxxx the predecessor Note Subordinated Debenture “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note Subordinated Debenture evidenced by the new Notesubordinated debenture, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) Subordinated Debenture evidenced by the replacement Note(s) subordinated debenture shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes subordinated debenture and paid at the same time or times provided in the predecessor Note(s) Subordinated Debenture and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the LoansFacility, subject to confidentiality agreements reasonably acceptable to Borrower. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Transaction Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Transaction Documents and other related documents to (i) a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunderthereunder or (ii) any Affiliate of Lender.

Assignment and Participation. The Lender may pledge or otherwise hypothecate It is understood and agreed that each Bank shall have the right to assign at any time all or any a portion of this Agreement its Commitment Percentage and interests in the risk relating to the Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to or grant participations herein greater than $5,000,000 (provided or, if a Bank's Commitment is less than $5,000,000, in a minimum amount equal to such Bank's Commitment, PROVIDED that prior to any Commitment reductions pursuant to Section 2.3, such Bank's Commitment was at least $10,000,000) to additional banks or other financial institutions with the Lender acts prior written approval of the Administrative Agent and, so long as agent for any participants, except as provided below) or in any no Event of its rights Default has occurred and security hereunder, including, without limitationis continuing, the NotesBorrower, which approvals shall not be unreasonably withheld. The Lender Any Bank may also at any time, and from time to time, assign to any branch, lending office, or affiliate or such Bank all or any part of any its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Lender’s obligations in connection therewith to one or more commercial banks Borrower. It is further agreed that each bank or other financial institutions or investors institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of EXHIBIT G hereto (each an “Assignee Lender”)"Assignment and Acceptance") together with an assignment fee in the amount of $2,500 payable by the assigning Bank to the Administrative Agent, shall, on the date specified in such Assignment and Acceptance, become a party to this Agreement and the other Loan Documents for all purposes of this Agreement and the other Loan Documents, and its portion of the Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto andBank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignee LenderAssignment and Acceptance, such Assignee Lender shall have the relinquish its rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder under this Agreement and under the other Loan Documents Documents. Upon the execution and delivery of such Assignment and Acceptance, (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loansa) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver issue to the Lender a new Note assignee bank or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, other financial institution Notes in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be bank's or other financial institution's Commitment dated the date of the corresponding predecessor assignment or such other date as may be specified by the Administrative Agent, and otherwise completed in substantially the form of EXHIBITS A or B, and to the extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Syndicated Note. The Lender , to the assigning Bank reflecting its assignment; (b) to the extent applicable, the Borrower shall xxxx issue a Competitive Bid Note in substantially the predecessor Note “exchanged” form of EXHIBIT C (and deliver it a replacement Competitive Bid Note) or the Administrative Agent shall make appropriate entries on the Competitive Bid Loan Accounts to reflect such assignment of Competitive Bid Loan(s); (c) the Administrative Agent shall distribute to the Borrower. Accrued interest on that part , the Banks and such bank or financial institution a schedule reflecting such changes; and (d) this Agreement shall be deemed to be appropriately amended to reflect (i) the status of the predecessor Note evidenced by bank or financial institution as a party hereto and (ii) the new Note, status and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part rights of the predecessor Note(s) evidenced by Banks hereunder. Each Bank shall also have the replacement Note(s) shall be paid right to grant participations to one or more banks or other financial institutions in its Commitment, the Lender. Accrued interest Loans and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Agreementoutstanding Letters of Credit. The Borrower authorizes the Lender documents evidencing any such participation shall limit such participating bank's or financial institution's voting rights with respect to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstandingmatters set forth in Section 15.8 which require the approval of all Banks. Notwithstanding the foregoing, and without no assignment or participation shall operate to increase the need to comply with any of Total Commitment hereunder or otherwise alter the formal or procedural requirements substantive terms of this Agreement, including this Section 6.5and no Bank which retains a Commitment hereunder shall have a Commitment of less than $10,000,000, as such amount may be reduced upon reductions in the Lender may at any time and from time Total Commitment pursuant to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.Section

Assignment and Participation. The Each Lender may shall have the right to assign, transfer, sell, negotiate, pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in and any of its rights and security hereunderhereunder and under the other Loan Documents to any other Eligible Assignee with the prior written consent of the Agent and with the prior written consent of Borrower, including, without limitation, which consents by the Notes. The Lender may also assign all or any part of any Loan Agent and the Lender’s obligations Borrower shall not be unreasonably withheld, conditioned or delayed (provided that, in connection therewith to one the case of the Borrower, such consent shall not be required if a Default or more commercial banks Event of Default shall have occurred and be continuing and provided, further, such consent shall not be required from either the Agent or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of connection with any proposed Assignee Lender. Upon delivery assignment as to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance which (a) the assignee is an existing Lender (other than a Defaulting Lender) or (b) an Affiliate or a Related Fund of the assigning Lender)); provided, however, that (i) the parties to each such Assignee Lender assignment shall execute and deliver to Agent, for its approval and acceptance, an Assignment and Assumption in form and substance satisfactory to the Agent and substantially in the form set forth in Exhibit B attached hereto, (ii) each such assignment shall be deemed of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement, (iii) unless the Agent and, so long as no Event of Default exists, Borrower otherwise consent, the aggregate amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment shall in no event be less than One Million Dollars ($1,000,000.00), provided, however, that such minimum amount shall not apply if either (x) the assignee is an Affiliate or Related Fund of the Assigning Lender or (y) the Lender is assigning its entire remaining interest in the Loan, (iv) the Agent shall receive from the assigning Lender a processing fee of Three Thousand Five Hundred Dollars ($3,500.00), provided, however, that such fee shall not apply if the assignee is an Affiliate or Related Fund of the Assigning Lender, and (v) if the assignment is less than the assigning Lender's entire interest in the Loan, the assigning Lender must retain at least a One Million Dollar ($1,000,000.00) interest in the Loan, provided that such minimum shall not apply if the assignee is an Affiliate or Related Fund of the assigning Lender. The Agent may designate any Eligible Assignee accepting an assignment of a specified portion of the Loans to be a Co-Agent, an "Arranger" or similar title, but such designation shall not confer on such Assignee the rights or duties of the Agent. Upon such execution, delivery, approval and acceptance, and upon the effective date specified in the applicable Assignment and Assumption, (a) the Eligible Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to it pursuant to such Assignee LenderAssignment and Assumption, such Assignee Lender shall have the rights and obligations of the a Lender hereunder and under the other Loan Documents Documents, and other related documents Borrower hereby agrees that all of the rights and remedies of Lenders in connection with the interest so assigned shall be enforceable against Borrower by such Eligible Assignee with the same force and effect and to the same extent as the same would have been enforceable but for such assignment, and (b) the Lenderassigning Lender thereunder shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and delegated by itAssumption, shall relinquish its rights and be released from its obligations hereunder and under thereunder thereafter accruing. Notwithstanding anything contained in this Section 13.22 to the other Loan Documents contrary, prior to the occurrence of an Event of Default, (including, without limitation, the obligation to fund the Assignee Lender’s share x) KeyBank National Association shall at all times hold not less than twenty-five percent (25%) of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, Lenders' interest in the principal amount of the Loans retained by the Lender Facility and (such Note(sy) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued KeyBank National Association's interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between Facility shall at all times equal or exceed the Lender and to the Assignee interest of each other Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender (a) Except as expressly set forth in Article II, Borrower may pledge not sell, assign or otherwise hypothecate transfer any rights, obligations or other interest of Borrower in or under the Loan Documents. (b) Lender and each assignee of all or any a portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or Loan shall have the right from time to time in any its discretion and without the consent of its rights and security hereunder, including, without limitation, the Notes. The Lender may also assign all or any part of any Loan and the Lender’s obligations in connection therewith Borrower to sell one or more commercial banks of the Notes or other financial institutions Note Components or investors any interest therein (each an “Assignee LenderAssignment”) and/or sell a participation interest in one or more of the Notes or Note Components (a “Participation”). Borrower shall reasonably cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation, and Borrower shall promptly provide such information, legal opinions and documents relating to each Required SPE, Sponsor, the Property, the Approved Property Manager and any Tenants as Lender may reasonably request in connection with such Assignment or Participation. The Lender foregoing shall notify be at Lender’s sole cost and expense; provided, that Borrower shall pay its own legal expenses. In the Borrower in advance case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the identity of any proposed Assignee assigning Lender as a “Lender. Upon delivery to ” hereunder and under the Borrower of an executed copy of other Loan Documents, (ii) the Assignee Lender’s assignment and acceptance (a) each such Assignee assigning Lender shall be deemed to be a party hereto andshall, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignee Lenderan Assignment, such Assignee Lender shall have the relinquish its rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations under this Agreement, and (iii) one Lender shall serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder and under the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s share on behalf of the Loans) Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 8.22, to receive such notices, requests and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver communications and/or to the Lender a new Note grant or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligeewithhold consents, as the case may be). The initial Lender or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as non- fiduciary agent for Borrower, a register (which may request. Anything be in this Agreement to the contrary notwithstanding, form of entries in an electronic loan servicing system) on which it shall enter (i) the names and without the need to comply with any addresses of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender may at any time Lenders and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.(ii) 91 [AM_ACTIVE 400655008_12]

Assignment and Participation. The Lender may pledge It is understood and agreed that each Bank shall have the right to assign or otherwise hypothecate participate at any time all or any a portion of this Agreement its Commitment and interests in the risk relating to any Loans and outstanding Letters of Credit hereunder in an amount equal to or grant participations herein greater than $5,000,000 (provided the Lender acts as agent for any participants, except as provided below) or in any which assignment shall be of its rights and security hereunder, including, without limitationan equal percentage of such Bank's Commitment, the NotesRevolving Credit Loans and outstanding Letters of Credit) to Eligible Assignees with the prior written consent of the Agent and, unless a Default or an Event of Default shall have occurred and be continuing, the Borrowers, which approvals shall not be unreasonably withheld. The Lender may also assign all or any part of any Loan It is further agreed that each Eligible Assignee which executes and delivers to the Banks and the Lender’s obligations Borrowers an Assignment and Acceptance in connection therewith substantially the form of Exhibit E (an "Assignment and Acceptance") shall, on the date specified in such Assignment and Acceptance, become a party to one or more commercial banks or this Credit Agreement and the other financial institutions or investors (each an “Assignee Lender”). The Lender Loan Documents for all purposes of this Credit Agreement and the other Loan Documents, and its Commitment shall notify the Borrower be as set forth in advance of the identity of any proposed Assignee Lendersuch Assignment and Acceptance. Upon the execution and delivery of such Assignment and Acceptance and payment by the assigning bank of an assignment fee in the amount of $3,500 to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance Agent, (a) each the Borrowers shall issue to such Eligible Assignee Lender shall a Revolving Credit Note in the amount of such Eligible Assignee's Commitment dated the Closing Date or such other date as may be deemed to be a party specified by the Agent and otherwise completed in substantially the form of Exhibit A hereto and, to the extent that rights and any assigning Bank has retained a portion of its obligations hereunder have been assigned and delegated hereunder, a replacement Revolving Credit Note to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents assigning Bank; (b) the Lender, Agent shall distribute to the extent that rights Borrowers, the Banks and obligations hereunder have been assigned and delegated by it, such Eligible Assignee a schedule reflecting such changes; (c) this Credit Agreement shall be released from its obligations hereunder appropriately amended to reflect (i) the status of such Eligible Assignee as a party hereto and under (ii) the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s share status and rights of the LoansBanks and Agent hereunder; and (d) and other related documents. Within five (5) Business Days after receipt of a copy the Borrowers shall take such action as the Agent may reasonably request to perfect any security interests in favor of the executed assignment and acceptance documentBanks, the Borrower shall execute and deliver including any Eligible Assignee which becomes a party to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Credit Agreement. The Borrower authorizes documents evidencing any such participation may provide that, except with the Lender consent of the bank or financial institution that is a party thereto, such Bank will not consent to disclose to any prospective Assignee Lender any financial (a) the reduction in or other information pertaining forgiveness of the stated principal of or rate of interest on or Commitment Fee with respect to the Borrower portion of any Loan subject to such participation or assignment, (b) the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents extension or other related documents to be delivered postponement of any stated date fixed for payment of principal or interest or Commitment Fee with respect to the Lender portion of any Loan subject to name such participation or assignment, or (c) the Assignee Lender as an additional insured waiver or obligeereduction of any right to indemnification of such Bank hereunder. Notwithstanding the foregoing, as no syndication or participation shall operate to increase the Lender may requestTotal Commitment hereunder or otherwise alter the substantive terms of this Credit Agreement. Anything contained in this Agreement Section 17 to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender Bank may at any time and from time to time pledge and assign all or any portion of its interest and rights under this Credit Agreement (including all or any portion of its Notes) to any of the Loan Documents and other related documents to a twelve Federal Reserve Bank; provided that no Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment the enforcement thereof shall release the Lender pledgor Bank from its obligations thereunderhereunder or under any of the other Loan Documents.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, including the Notes. The Lender may also assign all or any part of any Loan and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents and (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Documents (includingDocuments, without limitation, including the obligation to fund the Assignee Lender’s share of the Loans) , and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) Note to be in exchange for, but not in payment of, the Note(s) Note then held by the Lender). Each such Such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx mxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) Note evidenced by the replacement Note(s) Note shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes Note and paid at the same time or times provided in the predecessor Note(s) Note and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (includingcommitments, without limitation, including casualty insurance and title insurance) , required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; , provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, the Notes. The Lender may also assign all or any part of any the Loan and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”), provided, however, so long as no Event of Default exists, the Lender shall make no assignment except with the prior written consent of the Borrower, such consent not to be unreasonably withheld or delayed. The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Transaction Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Transaction Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the LoansLoan) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notespromissory note, as applicable (for delivery to the relevant Assignee Lender), in the form of Exhibit A hereto but substituting Assignee Lender’s name and evidencing such Assignee Lender’s assigned portion of the Loans Loan and a replacement Note or Notespromissory note, as applicable, in the principal amount of the Loans Loan retained by the Lender (such Note(s) promissory note to be in exchange for, but not in payment of, the Note(s) promissory note then held by the Lender). Each such Note The replacement promissory note shall be dated the date of the corresponding predecessor Notepromissory note. The Lender shall xxxx the predecessor Note promissory note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note promissory note evidenced by the new Notepromissory note held by the Assignee Lender, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) promissory note evidenced by the replacement Note(s) promissory note held by Lender shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes promissory note and paid at the same time or times provided in the predecessor Note(s) promissory note and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender (subject to customary confidentiality obligations) any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may requestLoan. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Transaction Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, the Notes. The Lender may also assign all or any part of any Loan the Facility and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender , with the consent of Borrower, which consent shall notify the Borrower in advance of the identity of any proposed Assignee Lendernot be unreasonably withheld, delayed or conditioned. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Transaction Documents and other related documents documents, and (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Transaction Documents (including, without limitation, including the obligation to fund the Assignee Lender’s share of the LoansFacility) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notessubordinated debenture, as applicable (for delivery to the relevant Assignee Lender), in the form of Exhibit B hereto but substituting Assignee Lender’s name and evidencing such Assignee Lender’s assigned portion of the Loans Facility and a replacement Note or Notessubordinated debenture, as applicable, in the principal amount of the Loans Facility retained by the Lender (such Note(s) subordinated debenture to be in exchange for, but not in payment of, the Note(s) subordinated debenture then held by the Lender). Each such Note The replacement subordinated debenture shall be dated the date of the corresponding predecessor NoteSubordinated Debenture. The Lender shall xxxx the predecessor Note Subordinated Debenture “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note Subordinated Debenture evidenced by the new Notesubordinated debenture, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) Subordinated Debenture evidenced by the replacement Note(s) subordinated debenture shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes new and replacement subordinated debentures and paid at the same time or times provided in the predecessor Note(s) Subordinated Debenture and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may requestFacility. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Transaction Documents and other related documents to (i) a Federal Reserve Bank; , provided that no such pledge or assignment shall release the Lender from its obligations thereunder, or (ii) any Affiliate of Lender. Lender shall bear all expenses associated with any of the actions contemplated by this Section 9.2, subject to Borrower’s compliance with the provisions of this Section 9.2 and reasonable cooperation hereunder.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) , and, provided, further, Lender retains at least $5,500,000 of the Loans at all times), or in any of its rights and security hereunder, including, without limitation, the NotesNote. The Lender may may, with the written consent of Borrower, which consent shall not be unreasonably withheld, conditioned or delayed, also assign all or any part of any Loan and the Lender’s 's obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”"ASSIGNEE LENDER"). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s 's assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s 's share of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s 's assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) Note to be in exchange for, but not in payment of, the Note(s) Note then held by the Lender). Each such Such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “"exchanged” " and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) Note evidenced by the replacement Note(s) Note shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes Note and paid at the same time or times provided in the predecessor Note(s) Note and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, the Notes. The Lender may also assign all or any part of any the Loan and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The 37 Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Transaction Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Transaction Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the LoansLoan) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notespromissory note, as applicable (for delivery to the relevant Assignee Lender), in the form of Exhibit A hereto but substituting Assignee Lender’s name and evidencing such Assignee Lender’s assigned portion of the Loans Loan and a replacement Note or Notespromissory note, as applicable, in the principal amount of the Loans Loan retained by the Lender (such Note(s) promissory note to be in exchange for, but not in payment of, the Note(s) promissory note then held by the Lender). Each such Note The replacement promissory note shall be dated the date of the corresponding predecessor Notepromissory note. The Lender shall xxxx the predecessor Note promissory note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note promissory note evidenced by the new Notepromissory note held by the Assignee Lender, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) promissory note evidenced by the replacement Note(s) promissory note held by Lender shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes promissory note and paid at the same time or times provided in the predecessor Note(s) promissory note and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the LoansLoan. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Transaction Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Transaction Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender may pledge or otherwise hypothecate It is understood and agreed that each Bank shall have the right to assign at any time all or any a portion of this Agreement its Commitment Percentage and interests in the risk relating to the Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to or grant participations herein greater than $5,000,000 (or, if a Bank's Commitment is less than $5,000,000, in a minimum amount equal to such Bank's Commitment, provided that prior to any Commitment reductions pursuant to Section 2.3, such Bank's Commitment was at least $10,000,000) to additional banks or other financial institutions with the Lender acts prior written approval of the Administrative Agent and, so long as agent for any participants, except as provided below) or in any no Event of its rights Default has occurred and security hereunder, including, without limitationis continuing, the NotesBorrower, which approvals shall not be unreasonably withheld. The Lender Any Bank may also at any time, and from time to time, assign to any branch, lending office, or affiliate or such Bank all or any part of any its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Lender’s obligations in connection therewith to one or more commercial banks Borrower. It is further agreed that each bank or other financial institutions or investors institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of Exhibit G hereto (each an “Assignee Lender”)"Assignment and Acceptance") together with an assignment fee in the amount of $3,500 payable by the assigning Bank to the Administrative Agent, shall, on the date specified in such Assignment and Acceptance, become a party to this Agreement and the other Loan Documents for all purposes of this Agreement and the other Loan Documents, and its portion of the Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto andBank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignee LenderAssignment and Acceptance, such Assignee Lender shall have the relinquish its rights and obligations (except for indemnity rights arising out of the Lender hereunder period prior to such assignment) and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder under this Agreement and under the other Loan Documents Documents. Upon the execution and delivery of such Assignment and Acceptance, (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loansa) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver issue to the Lender a new Note assignee bank or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, other financial institution Notes in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be bank's or other financial institution's Commitment dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced assignment or such other date as may be specified by the new NoteAdministrative Agent, and accrued feesotherwise completed in substantially the form of Exhibits A or B, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in this Agreement. The Borrower authorizes the Lender to disclose to extent any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender may at any time and from time to time pledge and assign all or any assigning Bank has retained a portion of its rights under all or any of obligations hereunder, a replacement Syndicated Note, to the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from assigning Bank reflecting its obligations thereunder.assignment;

Assignment and Participation. The Lender may pledge or otherwise hypothecate It is understood and agreed that each Bank shall have the right to assign at any time all or any a portion of this Agreement its Commitment Percentage and interests in the risk relating to the Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to or grant participations herein greater than $5,000,000 (provided or, if a Bank's Commitment is less than $5,000,000, in a minimum amount equal to such Bank's Commitment, PROVIDED that prior to any Commitment reductions pursuant to Section 2.3, such Bank's Commitment was at least $10,000,000) to additional banks or other financial institutions with the Lender acts prior written approval of the Administrative Agent and, so long as agent for any participants, except as provided below) or in any no Event of its rights Default has occurred and security hereunder, including, without limitationis continuing, the NotesBorrower, which approvals shall not be unreasonably withheld. The Lender Any Bank may also at any time, and from time to time, assign to any branch, lending office, or affiliate or such Bank all or any part of any its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Lender’s obligations in connection therewith to one or more commercial banks Borrower. It is further agreed that each bank or other financial institutions or investors institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of EXHIBIT G hereto (each an “Assignee Lender”)"Assignment and Acceptance") together with an assignment fee in the amount of $2,500 payable by the assigning Bank to the Administrative Agent, shall, on the date specified in such Assignment and Acceptance, become a party to this Agreement and the other Loan Documents for all purposes of this Agreement and the other Loan Documents, and its portion of the Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto andBank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignee LenderAssignment and Acceptance, such Assignee Lender shall have the relinquish its rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder under this Agreement and under the other Loan Documents Documents. Upon the execution and delivery of such Assignment and Acceptance, (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loansa) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver issue to the Lender a new Note assignee bank or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, other financial institution Notes in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be bank's or other financial institution's Commitment dated the date of the corresponding predecessor assignment or such other date as may be specified by the Administrative Agent, and otherwise completed in substantially the form of EXHIBITS A or B, and to the extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Syndicated Note. The Lender , to the assigning Bank reflecting its assignment; (b) to the extent applicable, the Borrower shall xxxx issue a Competitive Bid Note in substantially the predecessor Note “exchanged” form of EXHIBIT C (and deliver it a replacement Competitive Bid Note) or the Administrative Agent shall make appropriate entries on the Competitive Bid Loan Accounts to reflect such assignment of Competitive Bid Loan(s); (c) the Administrative Agent shall distribute to the Borrower. Accrued interest on that part , the Banks and such bank or financial institution a schedule reflecting such changes; and (d) this Agreement shall be deemed to be appropriately amended to reflect (i) the status of the predecessor Note evidenced by bank or financial institution as a party hereto and (ii) the new Notestatus and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or more banks or other financial institutions in its Commitment, the Loans and outstanding Letters of Credit. The documents evidencing any such participation shall limit such participating bank's or financial institution's voting rights with respect to this Agreement to the matters set forth in Section 16.8 which require the approval of all Banks. Notwithstanding the foregoing, no assignment or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of this Agreement, and accrued feesno Bank which retains a Commitment hereunder shall have a Commitment of less than $10,000,000, shall as such amount may be paid as provided reduced upon reductions in the assignment agreement between the Lender and Total Commitment pursuant to the Assignee LenderSection 2.3 hereof. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and Anything contained in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement Section 21 to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender Bank may at any time and from time to time pledge and assign all or any portion of its interest and rights under this Agreement (including all or any portion of its Notes) to any of the Loan Documents and other related documents to a twelve Federal Reserve Bank; provided that no Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment the enforcement thereof shall release the Lender pledgor Bank from its obligations thereunderhereunder or under any of the other Loan Documents. The Borrower agrees that in addition to disclosures made in accordance with standard and customary banking practices any Bank may disclose information obtained by such Bank pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder; PROVIDED that such assignees or participants or potential assignees or participants shall agree to be bound by Section 19 hereof.

Assignment and Participation. The Lender may pledge or otherwise hypothecate It is understood and agreed that each Bank shall have the right to assign at any time all or any a portion of this Agreement its Commitment and interests in the risk relating to any Loans and outstanding Letters of Credit hereunder in an amount equal to or grant participations herein greater than $2,500,000 (provided the Lender acts as agent for any participants, except as provided below) or in any which assignment shall be of its rights and security hereunder, including, without limitationan equal percentage of such Bank's Commitment, the NotesRevolving Credit Loans and outstanding Letters of Credit) to Eligible Assignees with the prior written consent of the Administrative Agent and, unless a Default or an Event of Default shall have occurred and be continuing, the Borrowers, which approvals shall not be unreasonably withheld or delayed. The Lender may also assign all or any part of any Loan It is further agreed that each Eligible Assignee which executes and delivers to the Banks and the Lender’s obligations Borrowers an Assignment and Acceptance in connection therewith substantially the form of Exhibit F (an "Assignment and Acceptance") shall, on the date specified in such Assignment and Acceptance, become a party to one or more commercial banks or this Credit Agreement and the other financial institutions or investors (each an “Assignee Lender”). The Lender Loan Documents for all purposes of this Credit Agreement and the other Loan Documents, and its Commitment shall notify the Borrower be as set forth in advance of the identity of any proposed Assignee Lendersuch Assignment and Acceptance. Upon the execution and delivery of such Assignment and Acceptance and payment by the assigning bank of an assignment fee in the amount of $3,500 to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance Administrative Agent, (a) each the Borrowers shall issue to such Eligible Assignee Lender shall a Revolving Credit Note in the amount of such Eligible Assignee's Commitment dated the Closing Date or such other date as may be deemed to be a party specified by the Administrative Agent and otherwise completed in substantially the form of Exhibit A hereto and, to the extent that rights and any assigning Bank has retained a portion of its obligations hereunder have been assigned and delegated hereunder, a replacement Revolving Credit Note to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents assigning Bank; (b) the Lender, Administrative Agent shall distribute to the extent Borrowers, the Banks and such Eligible Assignee a schedule reflecting such changes; (c) this Credit Agreement shall be appropriately amended to reflect (i) the status of such Eligible Assignee as a party hereto and (ii) the status and rights of the Banks and Administrative Agent hereunder; and (d) the Borrowers shall take such action as the Administrative Agent may reasonably request to perfect any security interests in favor of the Banks, including any Eligible Assignee which becomes a party to this Credit Agreement. It is understood and agreed that each Bank shall have the right to sell participations to one or more banks or other entities in all or a portion of such Bank's rights and obligations hereunder have been assigned under this Credit Agreement and delegated by it, shall be released from its obligations hereunder and under the other Loan Documents (includingDocuments. The documents evidencing any such participation may provide that, without limitation, except with the obligation to fund the Assignee Lender’s share consent of the Loansparticipant party thereto, such Bank will not consent to (A) and other related documents. Within five (5) Business Days after receipt of a copy the reduction in or forgiveness of the executed assignment and acceptance document, the Borrower shall execute and deliver stated principal of or rate of interest on or Commitment Fee with respect to the Lender a new Note portion of any Loan subject to such participation or Notesassignment, as applicable (B) the extension or postponement of any stated date fixed for delivery payment of principal or interest or Commitment Fee with respect to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of any Loan subject to such participation or assignment, or (C) the Loans waiver or reduction of any right to indemnification of such Bank hereunder. The Borrowers also agree that each participant shall be entitled to the benefits of Sections 4.4, 4.8 and 4.10 with respect to its participation as if it were a replacement Note or NotesBank. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 13 as applicablethough it were a Bank, in the principal amount of the Loans retained by the Lender (provided such Note(s) participant agrees to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it subject to the Borrowerterms thereof as though it were a Bank. Accrued interest on that part of A participant shall not be entitled to receive any greater payment under Section 4.4, 4.8 or 4.10 than the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and applicable Bank would have been entitled to receive with respect to the Assignee Lenderparticipation sold to such participant. Accrued interest on that part Notwithstanding the foregoing, no syndication or participation shall operate to increase the Total Commitment hereunder or otherwise alter the substantive terms of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lenderthis Credit Agreement, except as contemplated under §2.2.2. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and Anything contained in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement §17 to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender Bank may at any time and from time to time pledge and assign all or any portion of its interest and rights under this Credit Agreement (including all or any portion of its Notes) to any of the Loan Documents and other related documents to a twelve Federal Reserve Bank; provided that no Banks organized under §4 of the Federal Reserve Act, 12 U.S.C. §341. No such pledge or assignment the enforcement thereof shall release the Lender pledgor Bank from its obligations thereunderhereunder or under any of the other Loan Documents.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, the Notes. The Lender may also assign all or any part of any Loan and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents and (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Documents (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) Note to be in exchange for, but not in payment of, the Note(s) Note then held by the Lender). Each such Such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx mxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Note, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) Note evidenced by the replacement Note(s) Note shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes Note and paid at the same time or times provided in the predecessor Note(s) Note and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender may pledge or otherwise hypothecate all or any portion of this Agreement or grant participations herein (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, the Notes. The Lender may also assign all or any part of any the Loan and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the provide Borrower notice at least 10 days in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto and, to the extent that rights and obligations hereunder have been assigned and delegated to such Assignee Lender, such Assignee Lender shall have the rights and obligations of the Lender hereunder and under the other Loan Transaction Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder and under the other Loan Transaction Documents (including, without limitation, including the obligation to fund the Assignee Lender’s share of the LoansLoan) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notespromissory note, as applicable (for delivery to the relevant Assignee Lender), in the form of Exhibit A hereto but substituting Assignee Lender’s name and evidencing such Assignee Lender’s assigned portion of the Loans Loan and a replacement Note or Notespromissory note, as applicable, in the principal amount of the Loans Loan retained by the Lender (such Note(s) promissory note to be in exchange for, but not in payment of, the Note(s) promissory note then held by the Lender). Each such Note The replacement promissory note shall be dated the date of the corresponding predecessor Notepromissory note. The Lender shall xxxx the predecessor Note promissory note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note promissory note evidenced by the new Notepromissory note held by the Assignee Lender, and accrued fees, shall be paid as provided in the assignment agreement between the Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) promissory note evidenced by the replacement Note(s) promissory note held by Lender shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes predecessor and replacement promissory notes and paid at the same time or times provided in the predecessor Note(s) promissory note and in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if Loan so requested long as such Assignee Lender has agreed to be bound by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may requestconfidentiality provisions of this Agreement. Anything in this Agreement to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.59.2, the Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Transaction Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunder.

Assignment and Participation. The Lender Except as explicitly provided in Article II, no Obligor may pledge sell, assign or otherwise hypothecate all transfer any interest in the Loan Documents or any portion of this Agreement or grant participations herein thereof (provided the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitation, the NotesObligors' rights, title, interests, remedies, powers and duties hereunder and thereunder). The Lender may also assign and each assignee of all or any part of any Loan and the Lender’s obligations in connection therewith to one or more commercial banks or other financial institutions or investors (each an “Assignee Lender”). The Lender shall notify the Borrower in advance a portion of the identity Loans (an "Assignee") shall have the right from time to time in its discretion to make an Assignment or sell a Participation. In the case of any proposed an Assignment, (i) each Assignee Lender. Upon delivery shall have, to the Borrower extent of an executed copy such Assignment, the rights, benefits and obligations of the Assignee assigning Lender as a "Lender’s assignment " hereunder and acceptance under the other Loan Documents, (aii) each such Assignee the assigning Lender shall be deemed to be a party hereto andshall, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignee Lenderan Assignment, such Assignee Lender shall have the relinquish its rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations under this Agreement, and (iii) one Lender shall serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and under other communications and/or to grant or withhold consents, as the case may be) and to be the sole Lender to designate the account to which payments shall be made by the Borrowers to the Lenders hereunder. Goldman Sachs Mortgage Company shall maintain, or cause to be maintaxxxx, xs xxxxt for the Borrowers, a register at 85 Broad Street or such other address as it shall notify the Borrowexx xx xxxxxxx, on which it shall enter the name or names of the registered owner or owners from time to time of the Notes (and the Borrowers may review such register upon request following reasonable advance written notice). The Borrowers agree that upon effectiveness of any Assignment of any Note in part, the Borrowers will promptly provide to the assignor and the Assignee separate promissory notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note, upon return of the Note then being replaced. The assigning Lender shall notify in writing each of the other Loan Documents Lenders of any Assignment. Each potential Assignee and potential participant (including, without limitation, the obligation until it becomes clear that such potential Assignee or potential participant is not to fund the become an actual Assignee Lender’s share of the Loans) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver to the Lender a new Note or Notes, as applicable (for delivery to the relevant Assignee Lenderparticipant), evidencing such and each actual Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be dated the date of the corresponding predecessor Note. The Lender shall xxxx the predecessor Note “exchanged” and deliver it to the Borrower. Accrued interest on that part of the predecessor Note evidenced by the new Noteparticipant, and accrued feeseach rating agency or potential investor in connection with a Securitization, shall be paid as provided in the assignment agreement between the entitled to receive all information received by Lender and to the Assignee Lender. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and in under this Agreement. The Borrower authorizes After the Lender to disclose to effectiveness of any prospective Assignee Lender any financial Assignment or other information pertaining Participation, the party conveying the Assignment or Participation shall provide notice to the Borrower or Obligors of the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders identity and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name address of the Assignee Lender as an additional insured or obligee, as the Lender may requestparticipant. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5after an Assignment, the assigning Lender may at (in addition to the Assignee) shall continue to have the benefits of any time and from time indemnifications contained herein which such assigning Lender had prior to time pledge and assign all or any portion such assignment with respect to matters occurring prior to the date of its rights under all or any of the Loan Documents and other related documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender from its obligations thereunderassignment.

Assignment and Participation. The Lender may pledge or otherwise hypothecate It is understood and agreed that each Bank shall have the right to assign at any time all or any a portion of this Agreement its Commitment Percentage and interests in the risk relating to the Loans, outstanding Letters of Credit and its Commitment hereunder in an amount equal to or grant participations herein greater than $10,000,000 (provided which assignment shall be of an equal percentage of the Lender acts as agent for any participants, except as provided below) or in any of its rights and security hereunder, including, without limitationCommitment, the NotesLoans and outstanding Letters of Credit unless otherwise agreed to by the Administrative Agent) to additional banks or other financial institutions with the prior written approval of the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, the Borrower, which approvals shall not be unreasonably withheld. The Lender Any Bank may also at any time, and from time to time, assign to any branch, lending office, or affiliate or such Bank all or any part of any its rights and obligations under the Loan Documents by notice to the Administrative Agent and the Lender’s obligations in connection therewith to one or more commercial banks Borrower. It is further agreed that each bank or other financial institutions or investors institution which executes and delivers to the Administrative Agent and the Borrower hereunder an Assignment and Acceptance substantially in the form of Exhibit E hereto (each an “Assignee Lender”)"Assignment and Acceptance") together with an assignment fee in the amount of $2,500 payable by the assigning Bank to the Administrative Agent, shall, on the date specified in such Assignment and Acceptance, become a party to this Agreement and the other Loan Documents for all purposes of this Agreement and the other Loan Documents, and its portion of the Commitment, the Loans and Letters of Credit shall be as set forth in such Assignment and Acceptance. The Lender shall notify the Borrower in advance of the identity of any proposed Assignee Lender. Upon delivery to the Borrower of an executed copy of the Assignee Lender’s assignment and acceptance (a) each such Assignee Lender shall be deemed to be a party hereto andBank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned and delegated by it pursuant to such Assignee LenderAssignment and Acceptance, such Assignee Lender shall have the relinquish its rights and obligations of the Lender hereunder and under the other Loan Documents and other related documents (b) the Lender, to the extent that rights and obligations hereunder have been assigned and delegated by it, shall be released from its obligations hereunder under this Agreement. Upon the execution and under the other Loan Documents delivery of such Assignment and Acceptance, (including, without limitation, the obligation to fund the Assignee Lender’s share of the Loansa) and other related documents. Within five (5) Business Days after receipt of a copy of the executed assignment and acceptance document, the Borrower shall execute and deliver issue to the Lender bank or other financial institution a new Syndicated Note or Notes, as applicable (for delivery to the relevant Assignee Lender), evidencing such Assignee Lender’s assigned portion of the Loans and a replacement Note or Notes, as applicable, in the principal amount of the Loans retained by the Lender (such Note(s) to be in exchange for, but not in payment of, the Note(s) then held by the Lender). Each such Note shall be bank's or other financial institution's Commitment dated the date of the corresponding predecessor assignment or such other date as may be specified by the Administrative Agent, and otherwise completed in substantially the form of Exhibit A and, to the extent any assigning Bank has retained a portion of its obligations hereunder, a replacement Syndicated Note to the assigning Bank reflecting its assignment; (b) to the extent applicable, the Borrower shall issue a Competitive Bid Note in substantially the form of Exhibit B (and a replacement Competitive Bid Note. The Lender ); (c) the Administrative Agent shall xxxx the predecessor Note “exchanged” and deliver it distribute to the Borrower. Accrued interest on that part , the Banks and such assignee bank or financial institution a schedule reflecting such changes; and (d) this Agreement shall be appropriately amended to reflect (i) the status of the predecessor Note evidenced by assignee bank or financial institution as a party hereto and (ii) the new Notestatus and rights of the Banks hereunder. Each Bank shall also have the right to grant participations to one or more banks or other financial institutions in its Commitment, the Loans and outstanding Letters of Credit. The documents evidencing any such participation shall limit such participating bank's or financial institution's voting rights with respect to the matters set forth in 15.8 of this Agreement which require the vote of all Banks. Notwithstanding the foregoing, no assignment or participation shall operate to increase the Commitment hereunder or otherwise alter the substantive terms of this Agreement, and accrued fees, no Bank which retains a Commitment hereunder shall have a Commitment of less than $10,000,000 (as such amount may be paid as provided reduced upon reductions in the assignment agreement between Total Commitment pursuant to 2.3 hereof) unless the Lender Administrative Agent and the Borrower shall have consented to the Assignee Lendersuch lesser amount. Accrued interest on that part of the predecessor Note(s) evidenced by the replacement Note(s) shall be paid to the Lender. Accrued interest and accrued fees shall be so apportioned between the Notes and paid at the same time or times provided in the predecessor Note(s) and Anything contained in this Agreement. The Borrower authorizes the Lender to disclose to any prospective Assignee Lender any financial or other information pertaining to the Borrower or the Loans. In addition, the Borrower agrees that, if so requested by the Lender, the Borrower will cause all insurance policies, binders and commitments (including, without limitation, casualty insurance and title insurance) required by the Loan Documents or other related documents to be delivered to the Lender to name the Assignee Lender as an additional insured or obligee, as the Lender may request. Anything in this Agreement 18 to the contrary notwithstanding, and without the need to comply with any of the formal or procedural requirements of this Agreement, including this Section 6.5, the Lender Bank may at any time and from time to time pledge and assign all or any portion of its interest and rights under this Agreement (including all or any portion of its Notes) to any of the Loan Documents and other related documents to a twelve Federal Reserve Bank; provided that no Banks organized under 4 of the Federal Reserve Act, 12 U.S.C. 341. No such pledge or assignment the enforcement thereof shall release the Lender pledgor Bank from its obligations thereunderhereunder or under any of the other Loan Documents.