Common use of Assignments and Participations Clause in Contracts

Assignments and Participations. Lender may sell or offer to sell the Loan or interests therein to one or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld, conditioned, or delayed (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence (i) by execution of this Agreement, Borrower consents to the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and (ii) any assignees or participants of the Lender (“Lender’s Assignee”) shall not be subject to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loan.

Assignments and Participations. (a) With the consent of Borrower (which consent of Borrower shall not be (x) required if (i) a Payment Default or an Insolvency Default has occurred and is continuing or (ii) any other Event of Default has occurred and has been continuing for a period of at least 30 days, or (y) other than with respect to Direct Competitors, unreasonably withheld, conditioned or delayed), any Lender may sell or offer to sell the Loan or interests therein assign and delegate to one or more assignees (each an “Assignee”) that are Eligible Transferees all, or participants any ratable part of all, of the Obligations, the Revolver Commitments, the Loans and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000 (“or the remaining amount of any Lender’s Sale Right”Revolver Commitment or amount of Loans, if less); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance, fully executed and delivered by each party thereto, and (iii) the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500. Provided no Default then exists beyond Anything contained herein to the contrary notwithstanding, the payment of any applicable cure period, Lender’s Sale Right fees shall not be subject to required and the consent of the Borrower, which consent Borrower shall not be unreasonably withheldrequired if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender. (“b) From and after the date that Agent notifies the assigning ▇▇▇▇▇▇ (with a copy to Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance satisfying clause (a) above and payment of the preceding sentence above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 8.2 hereof) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrower and the Assignee; provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, Borrower consents including such assigning Lender’s obligations under Article X and Section 11.10 of this Agreement. No assignee shall be entitled to the benefits of Section 10.11 unless the Borrower is notified of the assignment and such Assignee has complied with the requirements of Section 10.11. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan and obligations which by the terms of this Agreement are required to be performed by it as a Lender. (iid) any assignees or participants Immediately upon Agent’s receipt of the Lender required processing fee payment and the fully executed Assignment and Acceptance satisfying clause (“Lender’s Assignee”a) above, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Revolver Commitments or the Loans arising therefrom. The Revolver Commitment and the Loans allocated to each Assignee shall reduce such Revolver Commitments or Loans of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other institutional Persons not Affiliates of such Lender and who are not Direct Competitors (a “Participant”) participating interests in its Obligations, its Loans, the Revolver Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Loans, the Revolver Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower hereunder shall be determined as if anysuch Lender had not sold such participation, specified except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections of Borrower or its Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. A Participant shall not be entitled to receive any greater payment under Section 10.11 than the applicable Originating Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to receive a greater payment results from a change in Law that occurs after the Participant acquired the applicable participation. A Participant shall not be entitled to the benefits of Section 10.11 unless Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of Borrower and Agent, to comply with Section 10.11 as though it were a Lender. (f) In connection with any such assignment or participation or proposed assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect a Lender may, subject to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; providedprovisions of Section 11.10, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any disclose all documents and information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction may have relating to Borrower and the Loanits Subsidiaries and their respective businesses. (g) Any other provision in this Agreement notwithstanding, provided such persons shall be notified any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the confidential nature of Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment Federal Reserve Bank may enforce such pledge or participation) of its security interest in any manner permitted under applicable law. (h) Each Lender hereby represents and warrants to Borrower that, as of the LoanClosing Date (or in the case of an Assignee, as of the date that such Person becomes a Lender), it is a Qualified Purchaser.

Assignments and Participations. (a) Any Lender may may, in the ordinary course of its commercial banking or finance business and in accordance with applicable law, at any time sell or offer to sell the Loan or interests therein to one or more assignees banks or participants other financial institutions (“Lender’s Sale Right”"PARTICIPANTS") participating interests in all or a portion of its rights and obligations under this Agreement or any other Loan Document (including all or a part of its Revolving Credit Advances, its Letter of Credit Obligations, its Revolving Credit Commitment and its Revolving Credit Note). Provided no Default then exists beyond In the event of any such sale by a Lender of a participating interest to a Participant, such Lender's obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such obligations for all purposes under this Agreement and the other Loan Documents, and Borrower and Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement and the other Loan Documents. Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the maximum extent permitted by applicable cure periodlaw, Lender’s Sale Right be deemed to have the right of setoff in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement, PROVIDED that, in purchasing such participating interest, such Participant shall be subject deemed to have agreed to share with the Lenders the proceeds thereof as provided in SECTION 1.12(b) as fully as if it were a Lender hereunder. Borrower also agrees that each Participant shall be entitled to the benefits of SECTIONS 1.17, 1.19 and 1.20 with respect to its participation in the Revolving Credit Commitments and the Revolving Credit Loan outstanding from time to time as if it was a Lender; PROVIDED that, in the case of SECTION 1.17, such Participant shall have complied with the requirements of said Section; and PROVIDED, FURTHER, that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. Notwithstanding anything to the contrary contained herein, no Lender shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or the other Loan Documents, except to the extent such amendment or waiver would (i) extend the final maturity date for payment of any of the Obligations in which such Participant is participating; (ii) reduce the interest rate or the amount of principal or Fees applicable to the Revolving Credit Advances in which such Participant is participating; or (iii) release all or substantially all of the Collateral, except as expressly provided herein. In those cases in which a Lender grants rights to its Participants to approve any amendment to or waiver of this Agreement or the other Loan Documents respecting the matters described in the foregoing clauses (i) through (iii), the relevant participation agreements shall provide for a voting mechanism whereby a majority of the amount of the participating Lender's portion of the Obligations (irrespective of whether held by such Lender or such Participant) shall control the vote for all of such Lender's portion of the Revolving Credit Loan. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time and from time to time assign to any Lender or any affiliate thereof or, with the consent of the Borrower, Agent (which consent shall not be unreasonably withheld), conditionedto an additional bank or financial institution ("an ASSIGNEE") all or any part of its rights and obligations under this Agreement and the other Loan Documents pursuant to an Assignment and Acceptance, substantially in the form of EXHIBIT G, executed by such Assignee, such assigning Lender (and, in the case of an Assignee that is not then a Lender or delayed (“Borrower’s Sale Approval”). Notwithstanding an Affiliate thereof, by Agent) and delivered to Agent for its acceptance and recording in the preceding sentence Register, PROVIDED that (i) by execution in the case of any such assignment to an additional bank or financial institution, any such partial assignment shall be in multiples of at least $5,000,000; (ii) the assigning Lender shall either have assigned all of its rights and obligations under this Agreement or retained at least $5,000,000 of the Revolving Credit Commitment; (iii) each such assignment shall be of a constant, and not a varying, percentage of the assigning Lender's rights and obligations under this Agreement and the assignment shall cover the same percentage of the assigning Lender's Revolving Credit Advances, Revolving Credit Commitment and Letter of Credit Obligations; and (iv) the Assignee shall be a financial institution (including a finance Subsidiary of a Person that is not a financial institution) or an institutional investor including any insurance company, pension fund or mutual fund which has an investment grade long term unsecured debt rating. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (A) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Lender hereunder with a Revolving Credit Commitment as set forth therein, and (B) the assigning Lender thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, Borrower consents such assigning Lender shall cease to be a party hereto). (c) Agent, on behalf of the Borrower, shall maintain at the address of Agent referred to in SECTION 11.9 a copy of each Assignment and Acceptance delivered to it and a register (the "REGISTER") for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitments of, and principal amounts of the Revolving Credit Advances owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrower, Agent and the Lenders may treat each Person whose name is recorded in the Register as the owner of a Revolving Credit Advance or other Obligation hereunder as the owner thereof for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the Lender’s sale contrary. The Register shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of interests an Assignment and Acceptance executed by an assigning Lender and an Assignee (and, in the Loan case of an Assignee that is not then a Lender or an affiliate thereof, by Agent) together with payment to two participants at the closing Agent of the Loan a registration and processing fee of $3,500, Agent shall (i) promptly accept such Assignment and Acceptance and (ii) any assignees on the effective date determined pursuant thereto record the information contained therein in the Register and give notice of such acceptance and recordation to the Lenders and Borrower. On or participants prior to such effective date, Borrower, at its own expense, shall execute and deliver to Agent (in exchange for the Revolving Credit Note of the assigning Lender) a new Revolving Credit Note to the order of such Assignee in an amount equal to the Revolving Credit Commitment assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has retained a Revolving Credit Commitment hereunder, a new Revolving Credit Note to the order of the assigning Lender in an amount equal to the Revolving Credit Commitment retained by it hereunder. Such new Revolving Credit Notes shall be dated the Closing Date and shall otherwise be in the form of the Revolving Credit Note replaced thereby. The Revolving Credit Notes surrendered to Agent shall be returned by Agent to Borrower marked "cancelled". (“e) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section concerning assignments of Revolving Credit Advances and Revolving Credit Notes relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment by a Lender of any Revolving Credit Advance or Revolving Credit Note to any Federal Reserve Bank in accordance with applicable law. (f) Except as otherwise provided in this SECTION 10.2 no Lender shall, as between Borrower and that Lender’s Assignee”) shall not , be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of Revolving Credit Advances or other Obligations owed to such Lender. Any Lender permitted to sell assignments and participations under this SECTION 10.2 may furnish any information concerning Borrower and its Subsidiaries and Affiliates in the possession of that Lender from time to time to Assignees and Participants (including, subject to the Borrower’s Sale Approval. If the SECTION 10.2(g), prospective Assignees and Participants). (g) Borrower shall execute, acknowledge and deliver assist any and all instruments Lender permitted to sell assignments or participations under this SECTION 10.2 in whatever manner reasonably requested by Lender necessary in connection therewith, and order to the extent, if any, specified in enable or effect any such assignment or participation, such assignee(sincluding (but not limited to) or participant(s) the execution and delivery of any and all agreements, notes and other documents and instruments as shall have be requested and the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provideddelivery of informational materials, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit appraisals or other information on the Property (including environmental reports and assessments)documents for, Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loanparticipation of relevant management in meetings and conference calls with, provided such persons shall be notified of the confidential nature of such informationpotential Assignees or Participants. Borrower shall certify the correctness, completeness and accuracy of all descriptions of Borrower and its affairs provided, prepared or reviewed by Borrower that are contained in any selling materials and all other information provided by it and included in such materials. No information shall be provided to any potential Assignee or Participant unless such potential Assignee or Participant has agreed in writing to use reasonable good faith efforts to maintain such information as confidential on the same basis as such Person maintains its own proprietary information which it desires not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loanto disseminate.

Assignments and Participations. (a) Any Lender may sell or offer to sell the Loan or interests therein assign and delegate to one or more assignees (each an “Assignee”) all, or participants any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided, however, that (w) a Lender may not assign all or any portion of the Obligations or the Commitments to Borrower, any Permitted Holder or any Affiliate thereof, (x) the prior written consent of Agent (not to be unreasonably withheld, delayed or conditioned) shall be required prior to any such assignment by a Lender to another Person that is not a Lender or an Affiliate of a Lender, (y) so long as no Event of Default has occurred and is continuing, the prior written consent of Borrower (not to be unreasonably withheld, delayed or conditioned) shall be required prior to any such assignment by a Lender to another Person that is not a Lender or an Affiliate of a Lender and (z) Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance, and (iii) the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender. (b) From and after the date that Agent notifies the assigning Lender (with a copy to Borrower) that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender 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 Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrower and the Assignee; provided, however, , that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Article 16 and Section 17.7 of this Agreement. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon Agent’s receipt of the required processing fee payment and the fully executed Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender to the extent of such assignment. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a “Participant”) participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a “Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s Sale Right obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower hereunder shall be subject determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the consent same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections of Borrower or its Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which consent shall not be unreasonably withheld, conditioned, or delayed it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations (the “Borrower’s Sale ApprovalParticipant Register”); provided that no Lender 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, letters of credit or its other obligations) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Notwithstanding The entries in the preceding sentence (i) by execution Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement, Borrower consents Agreement notwithstanding any notice to the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and contrary. (iif) any assignees or participants of the Lender (“Lender’s Assignee”) shall not be subject to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in In connection therewith, and to the extent, if any, specified in with any such assignment or participation or proposed assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect a Lender may, subject to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; providedprovisions of Section 17.7, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any disclose all documents and information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction may have relating to Borrower and the Loanits Subsidiaries and their respective businesses. (g) Any other provision in this Agreement notwithstanding, provided such persons shall be notified any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the confidential nature of Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment Federal Reserve Bank may enforce such pledge or participation) of its security interest in the Loanany manner permitted under applicable law.

Assignments and Participations. (a) Any Lender may sell may, with the written consent of Agent and, so long as no Event of Default has occurred and is continuing, with the written consent of Subsidiary Borrower (provided that no written consent of Agent or offer Subsidiary Borrower shall be required in connection with any assignment and delegation by a Lender to sell the Loan or interests therein an Eligible Transferee), assign and delegate to one or more assignees (each an "Assignee") all, or participants any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other UK Loan Documents, in a minimum amount of $1,500,000; provided, however, that Subsidiary Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (“Lender’s Sale Right”)i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Subsidiary Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Subsidiary Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent, and (iii) unless the assignment occurs prior to the date that is 90 days after the Closing Date, the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000. Provided no Default then exists beyond any applicable cure periodAnything contained herein to the contrary notwithstanding, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent Agent and Subsidiary Borrower shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of such Lender and no Lender shall assign or participate all or any portion of its Commitment or portion of the Obligations to a Person which it knows is a direct competitor of Subsidiary Borrower. (“b) From and after the date that Agent notifies the assignor Lender (with a copy to Subsidiary Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance and payment of the preceding sentence above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the UK Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other UK Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other UK Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Subsidiary Borrower and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other UK Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Subsidiary Borrower or the performance or observance by Subsidiary Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and (ii) any assignees or participants Acceptance and receipt and acknowledgment by Agent of the Lender (“Lender’s Assignee”) such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "Participant") participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the "Originating Lender") hereunder and under the other UK Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a "Lender" for all purposes of this Agreement and the other UK Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other UK Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Subsidiary Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other UK Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other UK Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other UK Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the UK Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Subsidiary Borrower hereunder shall be determined as if anysuch Lender had not sold such participation, specified except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other UK Loan Documents or any direct rights as to the other Lenders, Agent, Subsidiary Borrower, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation, such assignee(s) participation or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via proposed assignment or participation) of its interest in the Loan, a Lender may disclose all documents and information which it now or hereafter may have relating to Subsidiary Borrower or Subsidiary Borrower's business.

Assignments and Participations. (a) Any Lender may sell may, with the written consent of Agent and, so long as no Event of Default has occurred and is continuing, with the written consent of Subsidiary Borrower (provided that no written consent of Agent or offer Subsidiary Borrower shall be required in connection with any assignment and delegation by a Lender to sell the Loan or interests therein an Eligible Transferee), assign and delegate to one or more assignees (each an "Assignee") all, or participants any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Irish Loan Documents, in a minimum amount of $1,500,000; provided, however, that Subsidiary Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (“Lender’s Sale Right”)i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Subsidiary Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Subsidiary Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent, and (iii) unless the assignment occurs prior to the date that is 90 days after the Closing Date, the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000. Provided no Default then exists beyond any applicable cure periodAnything contained herein to the contrary notwithstanding, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent Agent and Subsidiary Borrower shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of such Lender and no Lender shall assign or participate all or any portion of its Commitment or portion of the Obligations to a Person which it knows is a direct competitor of Subsidiary Borrower. (“b) From and after the date that Agent notifies the assignor Lender (with a copy to Subsidiary Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance and payment of the preceding sentence above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Irish Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Irish Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Irish Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Subsidiary Borrower and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Irish Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Subsidiary Borrower or the performance or observance by Subsidiary Borrower of any of its obligations under this Agreement or any other Irish Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and (ii) any assignees or participants Acceptance and receipt and acknowledgment by Agent of the Lender (“Lender’s Assignee”) such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, if anybut only to the extent, specified necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "Participant") participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the "Originating Lender") hereunder and under the other Irish Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect participating interests by a Lender to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunderan Eligible Transferee); provided, however, that none (i) the Originating Lender shall remain a "Lender" for all purposes of this Agreement and the other Irish Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the foregoing Originating Lender hereunder shall decrease any rights not constitute a "Lender" hereunder or increase any obligations of Borrower or Guarantor under the other Irish Loan Documents other than to a de minimis extent. and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security shall remain solely responsible for the Loanperformance of such obligations, any credit or other information on the Property (including environmental reports and assessments), iii) Subsidiary Borrower, any of Borrower’s principals or any GuarantorAgent, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons Lenders shall be notified of continue to deal solely and directly with the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Irish Loan Documents, (iv) no Lender shall transfer or grant any transfer participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Irish Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Irish Loan Document would (via assignment A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or participationa material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Irish Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of its interest in the Loan.scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Subsidiary Borrower hereunder shall be determined as if such Lender

Assignments and Participations. Lender may sell or offer to sell (a) With the Loan or interests therein to one or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to the prior written consent of the BorrowerAgent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and, in each case, consent shall not be required in connection with an assignment to a Person that is a Lender or delayed an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees (each, an “Borrower’s Sale Approval”Assignee” (provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee except pursuant to Section 13.1(i). Notwithstanding ) all or any portion of the preceding sentence Obligations and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $1,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $1,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by execution such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent in its sole discretion, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500. (b) From and after the date that Agent notifies the assigning Lender (with a copy to Borrower) that it has received an executed Assignment and Acceptance and, if applicable, payment of the required processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall be a “Lender” and shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender 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 Acceptance, relinquish its rights (except with respect to Section 10.3) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto); provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, Borrower consents to the including such assigning Lender’s sale obligations under Section 15 and Section 17.9(a). (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of interests in the this Agreement or any other Loan to two participants at the closing of the Loan and Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any assignees of its obligations under this Agreement or participants any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the Lender obligations which by the terms of this Agreement are required to be performed by it as a Lender. (“Lenderd) Immediately upon Agent’s Assignee”) shall not be subject receipt of the required processing fee, if applicable, and delivery of notice to the Borrower’s Sale Approval. If the Borrower assigning Lender pursuant to Section 13.1(b), this Agreement shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be deemed to be amended to the extent, if anybut only to the extent, specified necessary to reflect the addition of the Assignee and the resulting adjustment of Obligations owing to the Lenders arising therefrom. (i) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “Participant”) participating interests in all or any such assignment or participation, such assignee(s) or participant(s) shall have portion of its Obligations and the same other rights and benefits with respect to interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents as such Person(s) would have if such Person(s) were Lender hereunderDocuments; provided, however, that none (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations and the other rights and interests of the foregoing Originating Lender hereunder shall decrease any rights not constitute a “Lender” hereunder or increase any obligations of Borrower or Guarantor under the other Loan Documents other than to a de minimis extent. and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security shall remain solely responsible for the Loanperformance of such obligations, any credit or other information on the Property (including environmental reports and assessments), iii) Borrower, any of Borrower’s principals or any GuarantorAgent, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons Lenders shall be notified of continue to deal solely and directly with the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any transfer participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (via assignment A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) decreases the amount or postpones the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant through such Lender, (v) no participation shall be sold to a natural person, (vi) no participation shall be sold to a Loan Party or an Affiliate of a Loan Party, and (vii) all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold such participation) , except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the Loansame extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections of Borrower or its Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (ii) Each Participant shall be entitled to additional payments from Borrower pursuant to Section 16.1 as if such Participant were a Lender (and subject to the requirements and limitations imposed on such Lender with respect to such additional payments, including the requirements under Section 16.2 (it being understood that the documentation required under Section 16.2 shall be delivered to the participating Lender and if additional amounts are required to be paid pursuant to Section 16, to the Borrower and the Agent)

Assignments and Participations. (a) Any Lender may sell or offer to sell the Loan or interests therein assign and delegate to one or more assignees (each an “Assignee”) that are Eligible Transferees all, or participants any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided, however, that (“Lenderi) Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (A) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (B) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance, and (C) the assignor Lender or Assignee has paid to Agent for Agent’s Sale Right”). Provided separate account a processing fee in the amount of $5,000, and (ii) so long as no Event of Default then exists beyond any applicable cure periodhas occurred and is continuing, Lender’s Sale Right such assigning Lender shall be subject to obtain the consent of the Administrative Borrower, which consent shall not be unreasonably withheldwithheld or delayed. Anything contained herein to the contrary notwithstanding, conditionedthe payment of any fees shall not be required and the Assignee need not be an Eligible Transferee if such assignment is in connection with any merger, consolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender. (“b) From and after the date that Agent notifies the assignor Lender (with a copy to Administrative Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance and payment of the preceding sentence above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Obligors and the Assignee; provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, Borrower consents including such assigning Lender’s obligations under Section 16 and Section 17.10 of this Agreement. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Obligors or the performance or observance by Obligors of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan and obligations which by the terms of this Agreement are required to be performed by it as a Lender. (iid) any assignees or participants Immediately upon Agent’s receipt of the Lender (“Lender’s Assignee”) required processing fee payment and the fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a “Participant”) participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not, solely as a result of such participation, constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Obligors, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant, solely in its capacity as a Participant, has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums; and (v) all amounts payable by Obligors hereunder shall be determined as if anysuch Lender had not sold such participation; except that, specified if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the extent permitted by applicable law, be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Obligors, the Collections of Obligors or their Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No Participant, solely as a Participant, shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation, such assignee(s) participation or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via proposed assignment or participation, a Lender may, subject to the provisions of Section 17.10, disclose all documents and information which it now or hereafter may have relating to Obligors and their Subsidiaries and their respective businesses. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the LoanFederal Reserve Bank or U.S. Treasury Regulation 31 CFR § 203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments and Participations. (a) Any Lender may sell may, with the written consent of Agent and Borrower (provided that (i) no written consent of Agent or offer Borrower shall be required in connection with any assignment and delegation by a Lender to sell an Eligible Transferee, (ii) no written consent of Borrower shall be required in connection with any assignment or delegation if an Event of Default shall have occurred and be continuing, and (iii) no assignment and delegation shall be made, without the Loan prior written consent of Borrower, to any Person that is organized in or interests therein under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof or is otherwise not a United States person as defined in the IRC (a "Foreign Person") if payments to such Person would require Borrower to pay any Taxes or any additional amounts pursuant to Section 16.11(e)), assign and delegate to one or more assignees (each an "Assignee") all, or participants any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (“Lender’s Sale Right”)i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent, and (iii) the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000. Provided no Default then exists beyond any applicable cure periodAnything contained herein to the contrary notwithstanding, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent Agent shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of such Lender. (“b) From and after the date that Agent notifies the assignor Lender (with a copy to Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance and payment of the preceding sentence above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Borrower and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and (ii) any assignees or participants Acceptance and receipt and acknowledgment by Agent of the Lender (“Lender’s Assignee”) such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "Participant") participating or other beneficial interests ("Participating Interests") in its Obligations, the Commitment, and the other rights and interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such Participating Interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the Participating Interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any Participating Interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant has a Participating Interest, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) reduce the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower under any of the Loan Documents (including, without limitation, under Section 16.11) shall be determined as if anysuch Lender had not sold such participation, specified except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its Participating Interest in amounts owing under this Agreement to the same extent as if the amount of its Participating Interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participationParticipating Interest or proposed assignment or Participating Interest, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any disclose all documents and information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction may have relating to Borrower or Borrower's business, so long as such Lender has first secured a customary confidentiality agreement from such proposed assignee or Participant. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and the Loan, provided such persons shall be notified interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the confidential nature of Federal Reserve Bank or U.S. Treasury Regulation 31 CFR Section 203.14, and such information. Borrower shall not be responsible for Federal Reserve Bank may enforce such pledge or security interest in any Costs incurred by Lender in connection with any transfer manner permitted under applicable law. (via assignment or participationh) Agent agrees to use its reasonable best efforts from and after the date hereof to assign and delegate at least $10,000,000 of its interest Total Commitment in accordance with the Loanprovisions hereof to a transferee that is not an Affiliate of Foothill so as to reduce the Syndication Reserve.

Assignments and Participations. (a) Any Lender may sell or offer to sell may, with the Loan or interests therein written consent of Agent, assign and delegate to one or more assignees Eligible Transferees (each an "Assignee") all, or participants any ratable part, of the Obligations, the Commitments, and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (“Lender’s Sale Right”)i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, shall have been given to Administrative Borrower and Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to Administrative Borrower and Agent a fully executed Assignment and Acceptance ("Assignment and Acceptance") in the form of Exhibit A-1 which Assignment and Acceptance shall contain an acknowledgment of the terms of the Participation and Intercreditor Agreement; and (iii) the assignor Lender or Assignee has paid to Agent for Agent's sole and separate account a processing fee in the amount of $5,000. Provided no Default then exists beyond any applicable cure periodAnything contained herein to the contrary notwithstanding, Lender’s Sale Right shall be subject to the consent of Agent shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the Borrowerbusiness or loan portfolio of such Lender. (b) From and after the date that Agent notifies the assignor Lender that it has received a fully executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender 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 Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrowers and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties, or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document furnished pursuant hereto; (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or any guarantor or the performance or observance by Borrowers or any guarantor of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (3) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (5) such Assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (6) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments of the Assignor and Assignee arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitment of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, which consent shall not be unreasonably withheld, conditionedsell to one or more Persons (a "Participant") participating interests in the Obligations, or delayed the Commitment, and the other rights and interests of that Lender (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence "Originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) by execution the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers and Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this AgreementAgreement and the other Loan Documents, Borrower consents (iv) no Originating Lender shall transfer or grant any participating interest under which the Participant has the sole and exclusive right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the Lender’s sale extent such amendment to, or consent or waiver with respect to this Agreement or of interests any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such participant is participating; (B) reduce the Loan interest rate applicable to two participants at the closing Obligations hereunder in which such Participant is participating; (C) release all or a material portion of the Collateral (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating; (D) postpone the payment of, or reduce the amount of, the interest or fees hereunder in which such Participant is participating; or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums in respect of the Obligations hereunder in which such Participant is participating; and (iiv) all amounts payable by Borrowers hereunder shall be determined as if such Originating Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided, however, that no Participant may exercise any assignees such right of setoff without the notice to and consent of Agent. The rights of any Participant shall only be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any direct rights as to the other Lenders, Agent, Borrowers, the Collections, the Collateral, or participants otherwise in respect of the Advances or the Letters of Credit. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. The provisions of this Section 15.1(e) are solely for the benefit of the Lender (“Lender’s Assignee”) shall not be subject to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewithGroup, and to the extent, if any, specified in Borrowers shall have no rights as a third party beneficiary of any of such provisions. (f) In connection with any such assignment or participation or proposed assignment or participation, such assignee(s) a Lender may disclose to a third party all documents and information which it now or participant(s) shall hereafter may have the same rights and benefits with respect relating to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunderBorrowers or Borrowers' business; provided, that none such third party agrees in writing to hold such information confidential and not disclose it except as may be required by law. (g) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the foregoing shall decrease FRB or U.S. Treasury Regulation 31 CFR ss.203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights or increase any under this Agreement to secure obligations of Borrower such Lender, provided, that no such pledge or Guarantor under the Loan Documents other than to assignment of a de minimis extent. security interest shall release a Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, from any of Borrower’s principals its obligations hereunder or substitute any Guarantor, to any actual such pledgee or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided for such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loan.as a party hereto

Assignments and Participations. (a) Except as set forth in this clause (a), no Lender may sell assign or offer to sell delegate all or any part of the Obligations, the Revolver Commitments or the other rights and obligations of such Lender hereunder and under the other Loan or interests therein Documents. Any Lender may assign and delegate to one or more assignees Eligible Transferees (each an “Assignee”) all, or participants any ratable part of all, of the Obligations, the Revolver Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (“Lenderi) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent, and (iii) the assignor Lender or Assignee has paid to Agent for Agent’s Sale Right”)separate account a processing fee in the amount of $5,000. Provided no Default then exists beyond any applicable cure periodAnything contained herein to the contrary notwithstanding, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent Agent shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed (“Borrower’s Sale Approval”)other disposition of all or any substantial portion of the business or loan portfolio of such Lender. Notwithstanding anything to the preceding sentence contrary in this Agreement, so long as no Event of Default shall have occurred and be continuing, a Lender that intends to make an assignment pursuant to this clause (a) (other than to another existing Lender) hereby agrees to give prior written notice to Borrower of its intention to do so and Borrower shall have three (3) Business Days after receipt of such Lender’s written notice to object to the proposed Eligible Transferee by written notice to such Lender. If Borrower does not deliver such objection, it shall be (b) From and after the date that Agent notifies the assignor Lender (with a copy to Borrower) that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Borrower and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee’s making its processing fee payment under the Assignment and (ii) any assignees or participants Acceptance and receipt and acknowledgment by Agent of the Lender (“Lender’s Assignee”) such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, if anybut only to the extent, specified necessary to reflect the addition of the Assignee and the resulting adjustment of the Revolver Commitments arising therefrom. The Revolver Commitment allocated to each Assignee shall reduce such Revolver Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons (other than natural persons) not Affiliates of such Lender (a “Participant”) participating interests in its Obligations, the Revolver Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Revolver Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such assignment Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such assignee(s) Participant participates and no Participant shall have any rights under this Agreement or participant(s) the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the same rights and benefits right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; providedany bona fide assignment or participation or proposed assignment or participation under this Section 14.1, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any disclose all documents and information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction may have relating to Borrower and the Loanor Borrower’s business, provided that the Persons to whom such persons shall disclosure is made will be notified informed of the confidential nature of all Reports and non-public information so disclosed and shall be instructed to, and shall agree to, keep such information. Borrower shall not be responsible for information confidential. (g) Any other provision in this Agreement notwithstanding, any Costs incurred by Lender in connection with may at any transfer (via assignment time create a security interest in, or participation) pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the LoanFederal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments and Participations. Lender may sell or offer to sell (a) With the Loan or interests therein to one or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to the prior written consent of the Borrower, which consent of Borrower shall not be unreasonably withheld, conditioneddelayed or conditioned (but shall not be required (A) if an Event of Default has occurred and is continuing, or delayed (B) in connection with an assignment to the DIP Lender or an Affiliate (other than individuals) of the DIP Lender), the DIP Lender may assign and delegate to one or more assignees (each, an “Borrower’s Sale ApprovalAssignee”) all or any portion of the Obligations and the other rights and obligations of the DIP Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by the DIP Lender) of $100,000 (except such minimum amount shall not apply to (x) an assignment or delegation by the DIP Lender to any Affiliate of the DIP Lender or (y) a group of new DIP Lenders, each of which is an Affiliate of each other or a Related Fund of such new DIP Lender to the extent that the aggregate amount to be assigned to all such new DIP Lenders is at least $100,000). Notwithstanding ; provided, however, that Borrower may continue to deal solely and directly with the preceding sentence DIP Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower by execution the DIP Lender and the Assignee, and (ii) the DIP Lender and its Assignee have delivered to Borrower an assignment and acceptance agreement in form and substance acceptable to the DIP Lender. (b) From and after the date that the DIP Lender has received an executed assignment and acceptance agreement, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such assignment and acceptance agreement, shall have the rights and obligations of the DIP Lender under the Loan Documents, and (ii) the DIP Lender 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 acceptance agreement, relinquish its rights (except with respect to Section 10.3) and be released from any future obligations under this Agreement (and in the case of an assignment and acceptance agreement covering all or the remaining portion of the assigning DIP Lender’s rights and obligations under this Agreement and the other Loan Documents, the DIP Lender shall cease to be a party hereto and thereto); provided, however, that nothing contained herein shall release the assigning DIP Lender from obligations that survive the termination of this Agreement, Borrower consents to including the assigning DIP Lender’s sale obligations under Section 15. (c) By executing and delivering an assignment and acceptance agreement, the assigning DIP Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such assignment and acceptance agreement, such assigning DIP Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of interests in the this Agreement or any other Loan to two participants at the closing of the Loan and Document furnished pursuant hereto, (ii) such assigning DIP Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any assignees of its obligations under this Agreement or participants any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment and acceptance agreement, (iv) such Assignee will, independently and without reliance upon the assigning DIP Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes the DIP Lender to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the DIP Lender, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the Lender obligations which by the terms of this Agreement are required to be performed by it as a DIP Lender. (“Lender’s Assignee”d) By executing and delivering an assignment and acceptance agreement, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee. (e) The DIP Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “Participant”) participating interests in all or any portion of the Obligations and the other rights and interests of the DIP Lender (the “Originating DIP Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating DIP Lender shall remain a “DIP Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations and the other rights and interests of the Originating DIP Lender hereunder shall not constitute a “DIP Lender” hereunder or under the other Loan Documents and the Originating DIP Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating DIP Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower shall continue to deal solely and directly with the Originating DIP Lender in connection with the Originating DIP Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) the DIP Lender shall not transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through the DIP Lender (other than a waiver of default interest), or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower hereunder shall be determined as if anythe DIP Lender had not sold such participation. The rights of any Participant only shall be derivative through the Originating DIP Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the Borrower, specified the Collections of Borrower or its Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the DIP Lender. (f) In connection with any such assignment or participationparticipation or proposed assignment or participation or any grant of a security interest in, such assignee(s) or participant(s) shall have pledge of, its rights under and interest in this Agreement, the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. DIP Lender may disseminate any disclose all documents and information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, may have relating to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower Loan Party and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loantheir respective businesses.

Assignments and Participations. Lender may sell The Second Lien Lenders will be permitted to assign loans and commitments (other than to natural persons, Disqualified Lenders or offer to sell the Loan or interests therein to one or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to Second Lien Lenders who have become Disqualified Lenders) with the consent of the BorrowerBorrower (unless an Event of Default has occurred and is continuing or such assignment is an assignment of a Second Lien Loan to a Lender, which an affiliate of a Lender or an approved fund or managed account) and the Second Lien Agent, in each case such consent shall not to be unreasonably withheldwithheld or delayed. The Borrower will be deemed to have consented if it has not responded within 15 business days after written request for consent to an assignment of Second Lien Loans. Each assignment (except to other Second Lien Lenders or their affiliates or approved funds or managed accounts) will be in a minimum amount of $5.0 million. The Second Lien Agent will receive a processing and recordation fee of $3,500, conditionedpayable by the assignor and/or the assignee, with each assignment. The Borrower will provide the list of Disqualified Lenders to the Second Lien Agent, and the Second Lien Agent will make the list of Disqualified Lenders available to a Second Lien Lender upon request by such Second Lien Lender. In addition, the Second Lien Loan Documents will provide that assignments of loans under the Second Lien Facility to the Borrower or delayed (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence any of its subsidiaries will be permitted through Dutch auctions open to all Second Lien Lenders on a pro rata basis in accordance with customary procedures, in each case so long as (i) by execution no Event of this Agreement, Borrower consents Default has occurred and is continuing or would result after giving effect to the Lender’s sale of interests in the Loan any such assignment pursuant to two participants at the closing of the Loan clause (b); and (ii) the Second Lien Loans purchased are automatically and immediately cancelled. The Second Lien Lenders will be permitted to participate loans and commitments to other people (except Disqualified Lenders). Voting rights of participants will be limited to matters in respect of (a) increases in commitments participated to such participant, (b) reductions of principal, interest (other than default interests) or fees (it being understood and agreed that the waiver of any assignees mandatory prepayment, default interest, default or participants event of default will not require the consent of the Lender (“Lender’s Assignee”) shall not be subject to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewithparticipant), and to the extent(c) extensions of scheduled amortization, if any, specified in date of payment of interest and any such assignment fee or participation, such assignee(sfinal maturity and (d) releases of all or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none substantially all of the foregoing shall decrease any rights Collateral or increase any obligations all or substantially all of Borrower or Guarantor under the Loan Documents aggregate value of the Second Lien Guarantees (other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer or sale of Collateral or of the relevant Guarantor or any other transaction permitted by the Second Lien Loan Documents). Notwithstanding the foregoing, in no event will the Second Lien Agent be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce compliance with the provisions hereof relating to Disqualified Lenders. Without limiting the generality of the foregoing, the Second Lien Agent shall not (via x) ‎be obligated to ascertain, monitor or inquire as to whether any Second Lien Lender or participant or prospective Second Lien Lender or participant is a Disqualified Lender or (y) have any liability with respect to or arising out of any assignment or participation) participation of its interest in the Loancommitments or loans, or disclosure of confidential information, to any Disqualified Lender.

Assignments and Participations. (a) Any Lender may sell or offer to sell the Loan or interests therein assign and delegate to one or more assignees (each an “Assignee”) that are Eligible Transferees all, or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure periodratable part of all, Lender’s Sale Right shall be subject to the consent of the BorrowerObligations, the Commitments and the other rights and obligations of such Lender, in each case hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided however that, so long as no Event of Default has occurred and is continuing, Borrower shall have approved such Eligible Transferee (which consent approval shall not be unreasonably withheld, delayed or conditioned); provided, or delayed (“Borrower’s Sale Approval”). Notwithstanding further, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the preceding sentence interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by execution such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent a fully executed Assignment and Acceptance, and (iii) the assignor Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required and the Assignee need not be an Eligible Transferee if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender. (b) From and after the date that Agent notifies the assignor Lender (with a copy to Borrower) that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender 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 Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrower and the Assignee; provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, Borrower consents including such assigning Lender’s obligations under Article 16 and Section 17.8 of this Agreement. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan and obligations which by the terms of this Agreement are required to be performed by it as a Lender. (iid) any assignees or participants Immediately upon Agent’s receipt of the Lender (“Lender’s Assignee”) required processing fee payment and the fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a “Participant”) participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower hereunder shall be determined as if anysuch Lender had not sold such participation, specified except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the extent permitted by law, be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections of Borrower or its Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation or proposed assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect a Lender may, subject to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; providedprovisions of Section 17.8, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any disclose all documents and information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction may have relating to Borrower and the Loanits Subsidiaries and their respective businesses. (g) Any other provision in this Agreement notwithstanding, provided such persons shall be notified any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the confidential nature of Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment Federal Reserve Bank may enforce such pledge or participation) of its security interest in the Loanany manner permitted under applicable law.

Assignments and Participations. (a) At any time after the Closing Date the Lender may sell or offer to sell may, with the Loan or interests therein prior written consent of the Borrower provided no Event of Default has occurred and is continuing, assign to one or more assignees banks or participants financial institutions all or a portion of its rights and obligations under this Agreement (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure periodincluding, Lender’s Sale Right shall be subject to the consent without limitation, all or a portion of the BorrowerNote payable to its order); provided, which consent shall not be unreasonably withheld, conditioned, or delayed (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence that (i) by execution each such assignment shall be of a constant and not a varying percentage of all of the assigning Lender's rights and obligations under the Revolving Credit Facility of this Agreement, Borrower consents to the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and (ii) any assignees or participants for each assignment involving the issuance and transfer of a Note, the assigning Lender (“Lender’s Assignee”) shall not be subject execute an Assignment and Acceptance and the Borrower hereby consents to execute a replacement Note to give effect to the Borrower’s Sale Approval. If assignment, (iii) the minimum Revolving Credit Commitment which shall be assigned is $5,000,000 or, if less, its total Revolving Credit Commitment, (iv) such assignee shall have an office located in the United States, and (v) no consent of the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender required in connection with any transfer assignment by the Lender to an affiliate of the Lender. Upon such execution, delivery, approval and acceptance, from and after the effective date specified in each Assignment and Acceptance, (via x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder or under such Note have been assigned or negotiated to it pursuant to such Assignment and Acceptance have the rights and obligations of a Lender hereunder and a holder of such Note and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder or under such Note have been assigned or negotiated by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement. (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) the assignment or participation) of its interest in the Loan.made under such Assignment and Acceptance is made under such Assignment and

Assignments and Participations. (a) With the consent of the Borrower (which consent of the Borrower shall not be (x) required if (I) an Event of Default has occurred and is continuing or (II) the Assignee is a Lender, an Affiliate of a Lender or an Approved Fund, or (y) other than with respect to Direct Competitors, unreasonably withheld, conditioned or delayed; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Agent within ten Business Days after having received notice thereof) and the Agent (which consent of the Agent shall not (x) be required if the Assignee is a Lender, an Affiliate of a Lender or an Approved Fund (y) unreasonably withheld, conditioned or delayed), any Lender may sell or offer to sell the Loan or interests therein assign and delegate to one or more assignees (each an “Assignee”) that are Eligible Transferees all, or participants any ratable part of all, of the Obligations, the Revolver Commitments, the Loans and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000 (“or the remaining amount of any Lender’s Sale Right”Revolver Commitment or amount of Loans, if less); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information including any documentation required pursuant to Section 2.19(e), (f) and (g) with respect to the Assignee, have been given to the Borrower and the Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to the Borrower and the Agent an Assignment and Acceptance, fully executed and delivered by each party thereto, and (iii) the assigning Lender or Assignee has paid to the Agent for the Agent’s separate account a processing fee in the amount of $3,500. Provided no Default then exists beyond Anything contained herein to the contrary notwithstanding, the payment of any applicable cure period, Lender’s Sale Right fees shall not be subject to required and the Assignee need not be an Eligible Transferee and the consent of the Borrower, which consent Borrower shall not be unreasonably withheldrequired if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender. The Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Borrower’s Sale ApprovalRegister”). Notwithstanding The entries in the preceding sentence Register shall be conclusive absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. (b) From and after the date that the Agent notifies the assigning Lender (with a copy to the Borrower) that it has received an executed Assignment and Acceptance satisfying clause (a) above and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 8.2) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between the Borrower and the Assignee; provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, Borrower consents including such assigning Lender’s obligations under Section 8.2(b) of this Agreement relating to any period prior to the Lendereffectiveness of such assignment. (c) Immediately upon the Agent’s sale of interests in the Loan to two participants at the closing receipt of the Loan required processing fee payment and the fully executed Assignment and Acceptance satisfying clause (iia) any assignees or participants of the Lender (“Lender’s Assignee”) above, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Revolver Commitments or the Loans arising therefrom. The Revolver Commitment and the Loans allocated to each Assignee shall reduce such Revolver Commitments or Loans of the assigning Lender pro tanto. (d) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender and who are not Direct Competitors (a “Participant”) participating interests in its Obligations, its Loans, the Revolver Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Loans, the Revolver Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower, the Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by the Borrower hereunder shall be determined as if anysuch Lender had not sold such participation, specified except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, the Agent, the Borrower, its Subsidiaries, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. Each Originating Lender shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, 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 Revolver Commitments or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender 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. (e) In connection with any such assignment or participation or proposed assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect a Lender may, subject to the Loan Documents as such Person(sprovisions of Section 11.11, disclose all documents and information which it now or hereafter may have relating to the Borrower and its Subsidiaries and their respective businesses. (f) would have if such Person(s) were Any other provision in this Agreement notwithstanding, any Lender hereunder; providedmay at any time create a security interest in, that none or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the foregoing shall decrease any rights Federal Reserve Bank or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals U.S. Treasury Regulation 31 CFR §203.24 or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body other central bank having jurisdiction over such Lender, to any actual and such Federal Reserve Bank or prospective counterparty (other central bank may enforce such pledge or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its security interest in the Loanany manner permitted under applicable law.

Assignments and Participations. (a) Any Lender may sell may, with the written consent of Agent (provided that no written consent of Agent shall be required in connection with any assignment and delegation by a Lender to an Eligible Transferee and no notice to Agent shall be required in connection with any assignment and delegation by a Lender to an Affiliate of a Lender or offer to sell the Loan a fund or interests therein account managed by a Lender or an Affiliate of a Lender), assign and delegate to one or more assignees (each an "Assignee") all, or participants any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000 (“except that such minimum amount shall not apply to any Affiliate of a Lender or any fund or account managed by a Lender or an Affiliate of Lender’s Sale Right”); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent, and (iii) the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000. Provided no Default then exists beyond any applicable cure periodAnything contained herein to the contrary notwithstanding, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent Agent shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of such Lender or the Assignee is an Affiliate of or a fund money market account, investment account or other account managed by a Lender or an Affiliate of a Lender. (“b) From and after the date that Agent notifies the assignor Lender (with a copy to Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance and payment of the preceding sentence above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Borrower and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment, if applicable, under the Assignment and (ii) any assignees or participants Acceptance and receipt and acknowledgment by Agent of the Lender (“Lender’s Assignee”) such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "Participant") participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower hereunder shall be determined as if anysuch Lender had not sold such participation, specified except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation or proposed assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any disclose all documents and information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction may have relating to Borrower or Borrower's business. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and the Loan, provided such persons shall be notified interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the confidential nature of Federal Reserve Bank or U.S. Treasury Regulation 31 CFR Section 203.14, and such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment Federal Reserve Bank may enforce such pledge or participation) of its security interest in the Loanany manner permitted under applicable law.

Assignments and Participations. (a) Any Lender may sell or offer may, with the written consent of Agent (provided that no written consent of Agent shall be required in connection with any assignment and delegation by a Lender to sell the Loan or interests therein an Eligible Transferee), assign and delegate to one or more assignees (each an "Assignee") all, or participants any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000 (“Lender’s Sale Right”except such minimum amount shall not apply to any Affiliate of a Lender or to a Related Fund or account managed by a Lender provided that if the minimum amount is not met Administrative Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent, and (iii) the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000. Provided no Default then exists beyond any applicable cure periodAnything contained herein to the contrary notwithstanding, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent Agent shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if (y) such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of such Lender or (“z) the assignee is an Affiliate of a Lender or a Related Fund. (b) From and after the date that Agent notifies the assignor Lender (with a copy to Administrative Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance and payment of the preceding sentence above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrowers and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by Borrowers of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and (ii) any assignees or participants Acceptance and receipt and acknowledgment by Agent of the Lender (“Lender’s Assignee”) such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "Participant") participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrowers hereunder shall be determined as if anysuch Lender had not sold such participation, specified except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation or proposed assignment or participation, a Lender may disclose to a third party all documents and information which it now or hereafter may have relating to Borrowers or Borrowers' business. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR ss.203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (h) Administrative Borrower shall maintain, or cause to be maintained, a register (the "Register") on which it enters the name of a Lender as the registered owner of the Term Loan held by such Lender. A Registered Loan (and the Registered Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Registered Note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the Registered Note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such Registered Note, whereupon, at the request of the designated assignee(s) or participant(s) shall have transferee(s), one or more new Registered Notes in the same rights and benefits with respect aggregate principal amount shall be issued to the Loan Documents as such Person(sdesignated assignee(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extenttransferee(s). Lender may disseminate any information it now has or hereafter obtains pertaining Prior to the registration of assignment or sale of any Registered Loan (and the Registered Note, if any, evidencing the same), Administrative Borrower shall treat the Person in whose name such Registered Loan (and the Registered Note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of an assignment or delegation covered by Section 14.1(a)(z), the Lender that is the assignee shall maintain a comparable Register on behalf of Borrowers. (i) In the event that a Lender sells participations in the Registered Loan, including any security for such Lender shall maintain a register on which it enters the Loanname of all participants in the Registered Loans held by it (the "Participant Register"). A Registered Loan (and the Registered Note, any credit if any, evidencing the same) may be participated in whole or other information in part only by registration of such participation on the Property Participant Register (including environmental reports and assessmentseach Registered Note shall expressly so provide), Borrower, any . Any participation of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty such Registered Loan (or its advisors) to any swap or derivative transaction relating to Borrower and the LoanRegistered Note, provided such persons shall if any, evidencing the same) may be notified of effected only by the confidential nature registration of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in participation on the LoanParticipant Register.

Assignments and Participations. Lender may sell or offer to sell (a) With the Loan or interests therein to one or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to the prior written consent of the Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, or (2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender and with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (“Borrower’s Sale Approval”other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees (each, an "Assignee"; provided, however, that no Loan Party, Affiliate of a Loan Party, Equity Sponsor, or Affiliate of Equity Sponsor shall be permitted to become an Assignee) all or any portion of the Obligations, the Revolver Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000). Notwithstanding ; provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the preceding sentence interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by execution such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $3,500. (b) From and after the date that Agent notifies the assigning Lender (with a copy to Borrower) that it has received an executed Assignment and Acceptance and, if applicable, payment of the required processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender 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 Acceptance, relinquish its rights (except with respect to Section 10.3) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto); provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, Borrower consents including such assigning Lender's obligations under Section 15 and Section 17.9(a); and provided, for greater certainty that both the assigning Lender and the Assignee shall be entitled to rely on the Lender’s sale provisions of interests Section 16. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan to two participants at the closing of the Loan and Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any assignees Loan Party or participants the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the Lender obligations which by the terms of this Agreement are required to be performed by it as a Lender. (“Lender’s Assignee”d) shall not be subject Immediately upon Agent's receipt of the required processing fee, if applicable, and delivery of notice to the Borrower’s Sale Approval. If the Borrower assigning Lender pursuant to Section 13.1(b), this Agreement shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Revolver Commitments arising therefrom. The Revolver Commitment allocated to each Assignee shall reduce such Revolver Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a "Participant") participating interests in all or any portion of its Obligations, its Revolver Commitment, and the other rights and interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Revolver Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower hereunder and under the other Loan Documents shall be determined as if anysuch Lender had not sold such participation (except where applicable for purposes of Section 16), specified except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections of Borrower or its Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 17.9, disclose all documents and information which it now or hereafter may have relating to Parent and its Subsidiaries and their respective businesses. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (h) Each Lender that sells a participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents acting solely for this purpose as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none a non-fiduciary agent of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty shall maintain (or its advisorscause to be maintained) to any swap or derivative transaction relating to Borrower a register on which it enters the name and address of each Participant and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer principal amounts (via assignment or participationand stated interest) of its each participant’s interest in the LoanSwing Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. (i) The Agent, acting for this purpose as a non-fiduciary agent of Borrower, shall maintain, or cause to be maintained, a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the commitment of, and principal amount of the Swing Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrower, Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lenders, at any reasonable time and from time to time upon reasonable prior notice.

Assignments and Participations. (a) Any Lender may sell or offer may, with the written consent of Agent (provided that no written consent of Agent shall be required in connection with any assignment and delegation by a Lender to sell the Loan or interests therein an Eligible Transferee), and, so long as no Event of Default then exists, Borrowers, assign and delegate to one or more assignees (each an "Assignee") all, or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure periodratable part of all, Lender’s Sale Right shall be subject to the consent of the Obligations, the Commitments (pro rata between the Tranche A Commitment and Tranche B Commitment of such Lender) and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000 (except that such minimum amount shall not apply to an Affiliate of a Lender); provided, however, that Borrower, which 's consent shall not be unreasonably withheld, conditioned, conditioned or delayed (“Borrower’s Sale Approval”). Notwithstanding delayed; provided further that no Lender may make any assignment hereunder at any time to Cerberus or Ableco Finance LLC without consent of Borrowers; and provided further that that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the preceding sentence interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by execution such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent, and (iii) the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be required and payments of any fees shall not be required if (x) such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender or (y) the assignee is an Affiliate (other than individual(s)) of a Lender. Anything contained herein to the contrary notwithstanding, Wells Fargo Foothill agrees for the benefit of Borrowers that, so lo▇▇ ▇▇ no Event of Default has occurred and is continuing, Wells Fargo Foothill shall retain more than fifty percent (50%) ▇▇ ▇he Obligations and commitment to make Advances under Section 2.1 of this Agreement, Borrower consents provided, however, that, the minimum retention of Obligations and commitment to make Advances shall not be applicable if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of Wells Fargo Foothill. (b) From and after the date that Agent ▇▇▇▇▇ies the assignor Lender (with a copy to Administrative Borrower) that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the Lender’s sale extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of interests in a Lender under the Loan to two participants at the closing of the Loan Documents, and (ii) the assignor Lender 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 Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Borrowers and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any assignees statements, warranties or participants representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by Borrowers of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Lender obligations which by the terms of this Agreement are required to be performed by it as a Lender. (“Lender’s d) Immediately upon each Assignee”) 's making its processing fee payment under the Assignment and Acceptance and receipt and acknowledgment by Agent of such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "Participant") participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral, the Letter of Credit or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrowers hereunder shall be determined as if anysuch Lender had not sold such participation, specified except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collateral, the Letter of Credit or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation or proposed assignment or participation, a Lender may disclose all documents and information which it now or hereafter may have relating to Borrowers or Borrowers' business. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR ss.203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (h) Subject to the last sentence of this Section 14.1(h), Agent shall maintain, or cause to be maintained, a register (the "Register") on which it enters the name of a Lender as the registered owner of each Advance, as the case may be, held by such Lender. A Registered Loan (and the Registered Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Registered Note shall expressly so provide). Subject to the last sentence of this Section 14.1(h), any assignment or sale of all or part of such Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the Registered Note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such Registered Note, whereupon, at the request of the designated assignee(s) or participant(s) shall have transferee(s), one or more new Registered Notes in the same rights and benefits with respect aggregate principal amount shall be issued to the Loan Documents as such Person(sdesignated assignee(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extenttransferee(s). Lender may disseminate any information it now has or hereafter obtains pertaining Prior to the registration of an assignment or sale of any Registered Loan (and the Registered Note, if any, evidencing the same), Borrowers, Agent and the Lenders shall treat the Person in whose name such Registered Loan (and the Registered Note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of an assignment or delegation covered by Section 14.1(a)(y), the assigning Lender shall maintain a register comparable to the Register on behalf of Agent. (i) In the event that a Lender sells participations in a Registered Loan, including any security for such Lender shall maintain a register on which it enters the Loanname of all participants in the Registered Loans held by it (the "Participant Register"). A Registered Loan (and the Registered Note, any credit if any, evidencing the same) may be participated in whole or other information in part only by registration of such participation on the Property Participant Register (including environmental reports and assessmentseach Registered Note shall expressly so provide), Borrower, any . Any participation of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty such Registered Loan (or its advisors) to any swap or derivative transaction relating to Borrower and the LoanRegistered Note, provided such persons shall if any, evidencing the same) may be notified of effected only by the confidential nature registration of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in participation on the LoanParticipant Register.

Assignments and Participations. Lender (a) The Borrower may sell not, and may not cause or offer to sell the Loan permit any Aircraft Subsidiary to, assign or delegate any of its rights, obligations or interests therein to one under this Agreement or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to other Loan Document without the prior written consent of the BorrowerAgent and all Lenders in their sole discretion. (b) No Lender may at any time assign any of its rights and obligations under this Agreement, any other Loan Document or any of the Collateral, in each case, related to a Tranche A Allocation, a Tranche A Loan, a Tranche B Allocation or a Tranche B Loan without (i) the prior written consent of the Agent (which consent shall not be unreasonably withheld, conditioned, or delayed (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence (i) by execution of this Agreement, Borrower consents to the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and (ii) notice to the Borrower; provided that, in any assignees or participants of event, the Lender assignment must comply with Applicable Law and the Person to which such assignment is intended to be made (an “Lender’s Assignee”) (x) shall be an Eligible Assignee and (y) shall not be subject a Competitor and (z) shall either (1) acquire all of the outstanding Allocations and Loans of the assigning Lender, or (2) hold upon any such assignment, and the assigning Lender shall retain, Loans and/or Allocations with an aggregate principal balance of at least $50,000,000 ($1,000,000 if a Facility Event of Default, Facility Default described in clause (ii) or (iii) of Section 9.01(h) or Servicer Replacement Event has occurred and is continuing) with respect to Tranche A Allocations and $10,000,000 ($1,000,000 if a Facility Event of Default, Facility Default described in clause (ii) or (iii) of Section 9.01(h) or Servicer Replacement Event has occurred and is continuing) with respect to Tranche B Allocations; provided further, in the event that the Person to which such assignment is intended to be made is a Competitor or not an Eligible Assignee, the prior written consent of the Borrower must be obtained (which consent shall not be required, in the case of an assignee that is a Competitor or is not an Eligible Assignee, after the occurrence and during the continuance of a Significant Event). No BBAir Party or so long as any Servicer is a BBAir party, no BBAM Party that is or becomes a Lender shall have any consent or voting rights of a Lender. Notwithstanding the other provisions of this Section 11.03, so long as no Facility Event of Default has occurred and is continuing, if an Assignee (including a Person that is already a Lender at the time of the proposed assignment) would otherwise be entitled to receive any greater amounts pursuant to Sections 4.03, 4.05 or 4.06 after giving effect to such assignment based on the law existing at the time of such assignment, than that to which the assigning Lender would have been entitled (as determined on the date of such assignment) had no such assignment occurred (such excess amounts are herein referred to as “Excess Amounts”), then except as provided in clause (ii) or (iii) of the proviso to clause (f) of Section 4.06 with respect to Irish Withholding Taxes, such Assignee shall forego such Excess Amount absent another Change In Law. Any such assignment that is consented to by the Agent shall be made pursuant to an Assignment and Assumption Agreement acceptable to the Agent in its sole discretion between the Assignee and the transferring Lender. Such Assignment and Assumption Agreement shall be executed by such Assignee and such transferor and shall be delivered before the proposed effective date of such assignment to the Agent for acceptance. The transferor shall pay all fees and expenses of the Agent (including, without limitation, legal fees and expenses) in connection with such assignment, as determined by the Agent in its sole discretion. Upon such execution, delivery and acceptance by the Agent, from and after the effective date specified in such Assignment and Assumption Agreement and the making of appropriate entries in the Register with respect to such transfer, (x) the Assignee thereunder shall be a party hereto and, to the extent of the portion of the Allocation of the transferor purchased by it, have the rights and obligations of a Lender hereunder and (y) the transferor thereunder shall, to the extent of the portion of its Allocation so sold, be released from its obligations under this Agreement (and, in the case of an assignment agreement covering all or the remaining portion of a transferor’s rights and obligations under this Agreement, such transferor shall cease to be a party hereto). If the transferor is a holder of the Notes, on or prior to the effective date specified in such Assignment and Assumption Agreement, the Borrower, at the expense of the transferor, shall execute and deliver to the Agent in exchange for the Notes previously delivered to such transferor (and provided that such transferor returns such previously delivered Notes and upon the request of the Assignee) new Notes to the order of such Assignee in an amount based upon the Allocation assumed by it pursuant to such Assignment and Assumption Agreement and, unless the transferor has not retained an Allocation hereunder, new Notes to the order of the transferor in an amount based upon the Allocation retained by it hereunder. Each such new Note shall be dated the effective date of such assignment and shall otherwise be in the form of the Note replaced thereby. The Notes surrendered by the transferor shall, upon receipt by the Agent from the applicable Lender, be returned by the Agent to the Borrower. Notwithstanding anything to the contrary contained in this Agreement, any Lender may pledge, hypothecate or otherwise grant a security interest in all or any part of its rights hereunder or in its Advances to any Federal Reserve Bank and any Lender which is a commercial paper conduit may pledge its Loans pursuant to any security agreement applicable to its commercial paper program generally; provided that no such pledge, hypothecation or grant shall relieve such Lender of any of its obligations under this Agreement. Notwithstanding anything to the contrary in this Section 11.03, any Conduit Lender may (i) with notice to, but without the prior written consent of, the Borrower or the Agent and without paying any processing fee therefor, assign all or a portion of its interests in any Advances to its Granting Lender or to its Support Party effective upon the making of appropriate entries in the Register with respect to such transfer and (ii) disclose on a confidential basis any non-public information relating to its Advances to any rating agency, commercial paper dealer or Support Party. (c) Any Lender may grant to any one or more Persons (each a “Participant”), on a participating basis but not as a party to or a Lender under this Agreement, a participation or participations in all or any part of such Lender’s Sale Approvalrights and benefits under this Agreement (on a pro rata basis in the case of the Loans) or any Loan Document (a “Participation”). If In the event of any such grant by a Lender of a Participation to a Participant, whether or not upon notice to the Borrower and the Agent, such Lender shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. The Borrower agrees that each Participant shall, to the extent of its Participation, be entitled to the benefits of Sections 4.06 and 11.02 as if such Participant were a Lender; provided that no granting of a participation shall increase the Borrower’s costs, liabilities or expenses as a result thereof and, in particular, no Participant shall be entitled to receive any amount under Sections 4.06 and 11.02 that would increase the Borrower’s obligations above that which would have been the case if such Participation had not been granted. Each Lender that sells a Participation in any Loan, Allocation or other interest to a Participant shall record in book entries maintained by such Lender the name and the amount of the participating interest of each Participant entitled to receive payments in respect of such participating interests and shall, upon the request of the Borrower or the Agent, provide such Person with the amount of such participation and the name, address and telephone number of, and individual contact for, such Participant. (d) In the event that any Lender shall demand payment of increased costs or other payment pursuant to Section 4.03 or 4.05, or if any Tax, indemnity or other amount is owed pursuant to Section 4.06 or if an Illegality Event shall have occurred and be continuing with respect to a Lender, then the Borrower shall executehave the right, acknowledge but not the obligation, upon notice to such Lender and deliver any and all instruments reasonably requested by the Agent, to replace such Lender in connection therewithwith an Eligible Assignee acceptable to the Agent (such consent not to be unreasonably withheld or delayed; provided that no such consent shall be required if the Replacement Lender is an existing Lender) (a “Replacement Lender”), and to the extent, if any, specified in upon any such assignment or participationrequest by the Borrower, such assignee(sLender hereby agrees to transfer and assign (in accordance with this Section) or participant(s) shall have the same all of its Allocations and Loans and other rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents to such Replacement Lender (unless such Lender withdraws or waives its claim for increased costs or such other payments or mitigates any Illegality Event); provided that (i) such assignment shall be without recourse, representation or warranty (other than that such Lender owns the Allocations, Loans and Notes being assigned, free and clear of any Liens) and (ii) the purchase price paid by the Replacement Lender shall be in the amount of such Lender’s Loans, together with all accrued and unpaid interest, fees and Break Costs in respect thereof, plus all other amounts (other than the amounts (if any) demanded and unreimbursed under Sections 4.02 through (and including) 4.06, which shall be paid by the Borrower), owing to such Lender hereunder. Upon any such termination or assignment, such Lender shall cease to be a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining party hereto but shall continue to be entitled to the Loanbenefits of, including any security for and subject to the Loanobligations of, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified provisions of the confidential nature Loan Documents which by their terms survive the termination of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loanthis Agreement.

Assignments and Participations. Lender (a) None of Guarantor, Pledgor or Seller shall sell, assign or transfer any of their respective rights or the Repurchase Obligations or delegate any of their respective duties under this Agreement or any other Repurchase Document without the prior written consent of Buyer, and any attempt to do so without such consent shall be null and void. (b) Buyer may at any time, without the consent of Seller, Pledgor, Sponsor or Guarantor, and at Buyer’s sole cost and expense, sell participations to any Eligible Assignee (other than a natural person or Seller, Sponsor, Pledgor, any Intermediate Entity, Guarantor or any of their respective Affiliates) (a “Participant”) in all or any portion of Buyer’s rights and/or obligations under the Repurchase Documents; provided that (x) if a monetary or material non-monetary Default or any an Event of Default has occurred and is continuing, Buyer may sell participations to any Person at any time without consent, notice or offer restriction of any kind, other than the requirements set forth in clause (iv) below, and (y) so long as no monetary or material non-monetary Default or any Event of Default has occurred and is continuing: (i) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents, (iv) each Participant agrees to be bound by the confidentiality provisions set forth in Section 18.09, and (v) provided that, so long as no Event of Default exists, Buyer shall retain ultimate decision-making authority under the Repurchase Documents. So long as no monetary or material non-monetary Default or any Event of Default has occurred and is continuing, no Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the extent that the Repurchase Price or Price Differential of any Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Article 12 (subject to the requirements and limitations therein, including the requirements under -106- Section 12.06(e) (it being understood that the documentation required under Section 12.06(e) shall be delivered to the participating Buyer)) and Article 13 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.07(c), provided that such Participant shall not be entitled to receive any greater payment under Section 12.04 or Section 12.06 than its participating Buyer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any change in any Requirements of Law or in the interpretation or application thereof by a Governmental Authority or compliance by Buyer or such Participant with a request or directive (whether or not having the force of law) from a central bank or other Governmental Authority having jurisdiction over Buyer or such Participant, in each case made or issued after the Participant acquired the applicable participation. To the extent permitted by Requirements of Law, each Participant shall also be entitled to the benefits of Sections 10.02(i) and 18.16 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.07(c). (c) Buyer may at any time, without the consent of Seller, Pledgor, Sponsor or Guarantor but upon notice to Seller, and at Buyer’s sole cost and expense, sell and assign all or any portion of all of the Loan rights and obligations of Buyer under the Repurchase Documents to any Eligible Assignee proposed by Buyer; provided that if a monetary or interests therein material non-monetary Default or any Event of Default has occurred and is continuing, Buyer may enter into any such sale and assignments with any Person at any time without consent, notice or restriction of any kind. Each such assignment shall be made pursuant to one or more assignees or participants an Assignment and Acceptance substantially in the form of Exhibit F (an “Lender’s Sale RightAssignment and Acceptance”). Provided no Default then exists beyond any applicable cure periodFrom and after the effective date of such Assignment and Acceptance, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld, conditioned, or delayed (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence (i) by execution of this Agreementeach such assignee shall be a Party and, Borrower consents to the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and (ii) any assignees or participants of the Lender (“Lender’s Assignee”) shall not be subject to the Borrower’s Sale Approval. If the Borrower shall executeextent provided therein, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits obligations of Buyer under the Repurchase Documents with respect to the Loan percentage and amount of the Repurchase Price allocated to it, (ii) Buyer shall, to the extent provided therein, be released from such obligations (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Buyer’s rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice thereof (including identification of the related assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 18.07(c) shall be treated for purposes of the Repurchase Documents as a sale by such Person(sBuyer of a participation in such rights and obligations in accordance with Section 18.07(b). (d) would have if Seller shall cooperate with Buyer in connection with any such Person(s) were Lender hereundersale and assignment of participations, syndications or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall decrease change any economic or other material term of the Repurchase Documents in a manner adverse to Seller without the consent of Seller and shall be at no cost to Seller. (e) Buyer, at Buyer’s sole cost and expense, shall have the right to partially or completely syndicate any or all of its rights under this Agreement and the other Repurchase Documents to any Eligible Assignee so long as, prior to the occurrence and during the continuance of a monetary or increase material non-monetary Default or any Event of Default, Buyer -107- shall remain solely responsible to Seller for the performance by Buyer of its obligations under the Repurchase Documents. (f) Buyer, acting solely for this purpose as a non-fiduciary agent of Seller, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of the assignees that become Parties hereto and, with respect to each such assignees, the aggregate assigned Purchase Price and applicable Price Differential (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer for all purposes of this Agreement. The Register shall be available for inspection by the Parties at any reasonable time and from time to time upon reasonable prior notice. (g) If Buyer sells a participation of its rights hereunder, it shall, acting solely for this purpose as a non-fiduciary agent of Seller, maintain a register on which it enters the name and address of each Participant and, with respect to each such Participant, the aggregate participated Purchase Price and applicable Price Differential, and any other interest in any obligations of Borrower or Guarantor under the Loan Repurchase Documents other than (the “Participant Register”); provided that no Party 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 de minimis extent. Lender may disseminate Participant’s interest in any information it now has or hereafter obtains pertaining to the Loan, including obligations under any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisorsRepurchase Document) to any swap or derivative transaction relating Person except to Borrower the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Loan, provided such persons participating Party shall be notified treat each Person whose name is recorded in the Participant Register as the owner of the confidential nature applicable participation for all purposes of such information. Borrower shall not be responsible for this Agreement notwithstanding any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in notice to the Loancontrary.

Assignments and Participations. (a) Any Lender may sell or offer to sell the Loan or interests therein assign and delegate to one or more assignees (each an “Assignee”) all, or participants any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided, however, that (w) a Lender may not assign all or any portion of the Obligations or the Commitments to Borrower, any Permitted Holder or any Affiliate thereof, (x) the prior written consent of Agent (not to be unreasonably withheld, delayed or conditioned) shall be required prior to any such assignment by a Lender to another Person that is not a Lender or an Affiliate of a Lender, (y) so long as no Event of Default has occurred and is continuing, the prior written consent of Borrower (not to be unreasonably withheld, delayed or conditioned) shall be required prior to any such assignment by a Lender to another Person that is not a Lender or an Affiliate of a Lender and (z) Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance, and (iii) the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender. (b) From and after the date that Agent notifies the assigning Lender (with a copy to Borrower) that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender 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 Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrower and the Assignee; provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Article 16 and Section 17.7 of this Agreement. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon Agent’s receipt of the required processing fee payment and the fully executed Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender to the extent of such assignment. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a “Participant”) participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a “Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s Sale Right obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower hereunder shall be subject determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the consent same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections of Borrower or its Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which consent shall not be unreasonably withheld, conditioned, or delayed it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Obligations (the “Borrower’s Sale ApprovalParticipant Register”); provided that no Lender 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, letters of credit or its other obligations) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. Notwithstanding The entries in the preceding sentence (i) by execution Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement, Borrower consents Agreement notwithstanding any notice to the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and contrary. (iif) any assignees or participants of the Lender (“Lender’s Assignee”) shall not be subject to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in In connection therewith, and to the extent, if any, specified in with any such assignment or participation or proposed assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect a Lender may, subject to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; providedprovisions of Section 17.7, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any disclose all documents and information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction may have relating to Borrower and the Loanits Subsidiaries and their respective businesses. (g) Any other provision in this Agreement notwithstanding, provided such persons shall be notified any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the confidential nature of Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment Federal Reserve Bank may enforce such pledge or participation) of its security interest in the Loanany manner permitted under applicable law.

Assignments and Participations. (a) Each Lender may sell may, with the written consent of Agent (provided that no written consent of Agent shall be required in connection with any assignment and delegation by a Lender to an Eligible Transferee or offer to sell the Loan or interests therein an Affiliate of a Lender), and, so long as no Event of Default then exists, Borrowers, assign and delegate to one or more assignees (each an “Assignee”) all, or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure periodratable part of all, Lender’s Sale Right shall be subject to the consent of the BorrowerObligations, which the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000 (except that such minimum amount shall not apply to an Affiliate of a Lender); provided, however, that Agent’s and Borrowers’ consent shall not be unreasonably withheld, conditioned, conditioned or delayed (“Borrower’s Sale Approval”). Notwithstanding delayed; and provided further that that Borrowers and LEGAL_US_W # 62188650.14 Agent may continue to deal solely and directly with such Lender in connection with the preceding sentence interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrowers and Agent by execution such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrowers and Agent an Assignment and Acceptance in form and substance reasonably satisfactory to Agent, and (iii) the assignor Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be required and payments of any fees shall not be required if (x) such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender or (y) the assignee is an Affiliate (other than individual(s)) of a Lender. Anything contained herein to the contrary notwithstanding, W▇▇▇▇ Fargo Foothill agrees for the benefit of Borrowers that, so long as no Event of Default has occurred and is continuing, W▇▇▇▇ Fargo Foothill shall retain at least fifty-one percent (51%) of the Obligations and commitment to make Advances under Section 2.1 of this Agreement, Borrower consents provided, however, that, the minimum retention of Obligations and commitment to make Advances shall not be applicable if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of W▇▇▇▇ Fargo Foothill. (b) From and after the date that Agent notifies the assignor Lender (with a copy to Borrowers) that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the Lender’s sale extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of interests in a Lender under the Loan to two participants at the closing of the Loan Documents, and (ii) the assignor Lender 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 Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Borrowers and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any assignees statements, warranties or participants representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by Borrowers of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or LEGAL_US_W # 62188650.14 any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee’s making its processing fee payment under the Assignment and Acceptance and receipt and acknowledgment by Agent of such fully executed Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitments allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a “Participant”) participating interests in its Obligations, the Commitments, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s Assigneeobligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct LEGAL_US_W # 62188650.14 rights as to the other Lenders, Agent, Borrowers, the Collateral or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation or proposed assignment or participation, a Lender may disclose all documents and information which it now or hereafter may have relating to Borrowers or Borrowers’ business. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (h) Subject to the last sentence of this Section 14.1(h), Agent shall maintain, or cause to be maintained, a register (the “Register”) on which it enters the name of a Lender as the registered owner of each Advance, as the case may be, held by such Lender. A Registered Loan (and the Registered Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each Registered Note shall not expressly so provide). Subject to the last sentence of this Section 14.1(h), any assignment or sale of all or part of such Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register, together with the surrender of the Registered Note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such Registered Note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of an assignment or sale of any Registered Loan (and the Registered Note, if any, evidencing the same), Borrowers, Agent and the Lenders shall treat the Person in whose name such Registered Loan (and the Registered Note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of an assignment or delegation covered by Section 14.1(a)(y), the assigning Lender shall maintain a register comparable to the Register on behalf of Agent. (i) In the event that a Lender sells participations in a Registered Loan, such Lender shall maintain a register on which it enters the name of all participants in the Registered Loans held by it (the “Participant Register”). A Registered Loan (and the Registered Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each Registered Note shall expressly so provide). Any participation of such Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. Notwithstanding the foregoing, to the extent required by applicable law, (a) each Assignee or Participant shall be an “Institutional Lender” (as defined in La. R.S. 27:3 (13)) or otherwise suitable to the Louisiana Regulatory Authorities, and (b) each assignment or LEGAL_US_W # 62188650.14 participation pursuant to this Section 14.1 shall be subject to the Borrower’s Sale Approval. If the Borrower shall executeprovisions of La. R.S. 42:2507 et seq., acknowledge La. R.S. 27:27 and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none page 2 of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under “Conditions for Approval” for OED set forth by the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to Louisiana State Racing Commission on December 19, 2002, including, without limitation, the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loannotice requirements thereof.

Assignments and Participations. (a) Any Lender may sell or offer may, with the written consent of Agent (provided that no written consent of Agent shall be required in connection with any assignment and delegation by a Lender to sell the Loan or interests therein an Eligible Transferee), assign and delegate to one or more assignees (each an "Assignee") all, or participants any ratable part -------- of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided, however, that Borrowers and Agent may continue to deal -------- ------- solely and directly with such Lender in connection with the interest so assigned to an Assignee until (“Lender’s Sale Right”)i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent, and (iii) the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000. Provided no Default then exists beyond any applicable cure periodAnything contained herein to the contrary notwithstanding, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent Agent shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of such Lender. (“b) From and after the date that Agent notifies the assignor Lender (with a copy to Administrative Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance and payment of the preceding sentence above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its ------------ obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Borrowers and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by Borrowers of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and (ii) any assignees or participants Acceptance and receipt and acknowledgment by Agent of the Lender (“Lender’s Assignee”) such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "Participant") participating interests in its ----------- Obligations, the Commitment, and the other rights and interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents ------------------ (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a -------- ------- "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums; and (v) all amounts payable by Borrowers hereunder shall be determined as if anysuch Lender had not sold such participation; except that, specified if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation, such assignee(s) participation or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via proposed assignment or participation, a Lender may disclose all documents and information which it now or hereafter may have relating to Borrowers or Borrowers' business. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the LoanFederal Reserve Bank or U.S. Treasury Regulation 31 CFR ss.203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments and Participations. (a) Any Lender may sell or offer may, with the written consent of Agent (provided that no written consent of Agent shall be required in connection with any assignment and -85- delegation by a Lender to sell the Loan or interests therein an Eligible Transferee), assign and delegate to one or more assignees (each an "ASSIGNEE") all, or participants any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000 (“Lender’s Sale Right”except such minimum amount shall not apply to any Affiliate of a Lender or to a fund or account managed by a Lender provided that if the minimum amount is not met Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee); PROVIDED, HOWEVER, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent, and (iii) the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000. Provided no Default then exists beyond any applicable cure periodAnything contained herein to the contrary notwithstanding, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent Agent shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of such Lender or the assignee is an Affiliate (“other than individuals) of, or a fund, money market account, investment account or other account managed by a Lender or an Affiliate of a Lender. (b) From and after the date that Agent notifies the assignor Lender (with a copy to Administrative Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance and payment of the preceding sentence above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to SECTION 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Borrowers and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by Borrowers of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and (ii) any assignees or participants Acceptance and receipt and acknowledgment by Agent of the Lender (“Lender’s Assignee”) such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender PRO TANTO. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "PARTICIPANT") participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the "ORIGINATING LENDER") hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); PROVIDED, HOWEVER, that (i) the Originating Lender shall remain a "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums; and (v) all amounts payable by Borrowers hereunder shall be determined as if anysuch Lender had not sold such participation; except that, specified if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation, such assignee(s) participation or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via proposed assignment or participation, a Lender may disclose all documents and information which it now or hereafter may have relating to Borrowers or Borrowers' business. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the LoanFederal Reserve Bank or U.S. Treasury Regulation 31 CFR Section 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments and Participations. (a) The Borrower may not assign its rights or obligations hereunder or under the Notes or any Letters of Credit without the prior consent of all of the Lenders and the Agent. (b) Any Lender may sell or offer to sell the Loan or interests therein assign to one or more assignees all or participants a portion of its rights and obligations under this Agreement pursuant to an Assignment Agreement substantially in the form of Exhibit E (“an "Assignment"); provided, however, that (i) except in the case of an assignment to a Lender or a Lender Affiliate, such assignment shall require the written consent of the Agent, the Issuing Bank and the Swing Line Lender and, if no Event of Default has occurred and is continuing, the Borrower (which consent will not be unreasonably withheld), (ii) except in the case of an assignment to a Lender or a Lender Affiliate, any such assignment shall be in the amount of at least $5,000,000.00 or such lesser amount to which the Borrower and the Agent have consented and if the assigning Lender has assigned less than all of its Percentage Share of the Loans, such assigning Lender shall retain a Percentage Share of the Loans equating to at least $5,000,000.00 or such lesser amount to which the Borrower and the Agent have consented and (iii) the assignee or assignor shall pay to the Agent a processing and recordation fee of $3,000.00 for each assignment. Any such assignment will become effective upon the execution and delivery to the Agent of the Assignment, payment of the recordation fee and, if required, the consent of the Agent, the Issuing Bank and the Swing Line Lender and the Borrower. Promptly after receipt of an executed Assignment, the Agent shall send to the Borrower a copy of such executed Assignment. Upon receipt of such executed Assignment, the Borrower, will, at its own expense, execute and deliver new Notes to the assignor and/or assignee, as appropriate, in accordance with their respective interests as they appear. Upon the effectiveness of any assignment pursuant to this Section 12.06(b), the assignee will become a "Lender’s Sale Right”," if not already a "Lender," for all purposes of this Agreement and the other Loan Documents. The assignor shall be relieved of its obligations hereunder to the extent of such assignment (and if the assigning Lender no longer holds any rights or obligations under this Agreement, such assigning Lender shall cease to be a "Lender" hereunder except that its rights under Sections 4.06, 5.01, 5.05 and 12.03 shall not be affected). Provided no Default then exists beyond any applicable cure periodThe Agent will prepare on the last Business Day of each month during which an assignment has become effective pursuant to this Section 12.06(b), Lender’s Sale Right a new Annex I giving effect to all such assignments effected during such month, and will promptly provide the same to the Borrower and each of the Lenders. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.06(b) shall be subject to treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 12.06(c). (c) Each Lender may, without the consent of the Borrower, which consent shall not be unreasonably withheldthe Agent, conditionedthe Swing Line Lender or the Issuing Bank, transfer, grant or delayed (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence assign participations in all or any part of such Lender's interests hereunder pursuant to this Section 12.06(c) to any Person, provided that: (i) by execution such Lender shall remain a "Lender" for all purposes of this AgreementAgreement and the transferee of such participation shall not constitute a "Lender" hereunder, Borrower consents to the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and (ii) any assignees or participants of the such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender (“Lender’s Assignee”) shall not be subject remain solely responsible to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security parties hereto for the Loan, any credit or other information on performance of such obligations and (iv) the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantorthe Agent, to any actual or prospective assignee or participantthe Issuing Bank, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower the Swing Line Lender and the Loan, provided other Lenders shall continue to deal solely and directly with such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any transfer amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the participant, agree to any amendment, modification or waiver that would (via assignment x) forgive any principal owing on any Obligations or participationextend the final maturity of the Loans, (y) reduce the interest rate (other than as a result of its waiving the applicability of any post-default increases in interest rates) or fees applicable to any of the Commitments or Loans or Letters of Credit in which such participant is participating, or postpone the payment of any thereof, or (z) release any guarantor of the Obligations or release all or substantially all of the collateral (except as provided in the Loan.Loan Documents) supporting any of the Commitments or Loans or Letters of Credit in which such participant is participating. In the case of any such participation, the participant shall not have any rights under this Agreement or any of the Security Instruments (the participant's rights against the granting Lender in respect of such participation to be those set forth in the agreement with such Lender creating such participation), and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, provided that such participant shall be entitled to receive additional amounts under Article V on the same basis as if it were a Lender and be indemnified under Section 12.03 as if it were a

Assignments and Participations. Lender (a) The Company may not assign its rights or obligations hereunder, the OEA Pledge Agreement or under the Notes without the prior consent of all of the Banks and the Agent. (b) Any Bank may, in the ordinary course of its business and in accordance with applicable law, at any time sell or offer to sell the Loan or interests therein to one or more assignees banks or participants other entities (“Lender’s Sale Right”)"PARTICIPANTS") participating interests in any Loan owing to such Bank, the Note held by such Bank, the Commitment of such Bank or any other interest of such Bank. Provided no Default then exists beyond Each Bank shall promptly provide notice of the identity of each Participant to the Company and the Agent. In the event of any applicable cure periodsuch sale by a Bank of participating interests to a Participant, Lender’s Sale Right such Bank shall remain solely responsible to the other parties hereto for the performance of such obligations, such Bank shall remain the holder of its Note for all purposes hereunder, all amounts payable by the Company under this Agreement shall be subject determined as if such Bank had not sold such participating interest, and the Company and the Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. (c) Each Bank shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision hereunder other than any amendment, modification or waiver of any provision hereunder with respect to any Loan or Commitment in which such Participant has an interest which forgives principal, interest or fees or reduces the interest rate or fees payable with respect to any such Loan or Commitment, postpones any date fixed for any regularly-scheduled payment of principal of, or interest or fees on, any such Loan or Commitment, releases any guarantor, if any, of any such Loan or releases any substantial portion of collateral, if any, securing any such Loan. (d) The Company agrees that each Participant shall be deemed to have the right of setoff provided in SECTION 4.7 in respect of its participating interest in amounts owing hereunder to the same extent as if the amount of its participating interest were owing directly to it as a Bank hereunder, provided that each Bank shall retain the right of setoff provided in SECTION 4.7 with respect to the amount of participating interests sold to each Participant. The Banks agree to share with each Participant, and each Participant, by exercising the right of setoff provided in SECTION 4.7, agrees to share with each Bank, any amount received pursuant to the exercise of its right of setoff, such amounts to be shared in accordance with SECTION 4.7 as if each Participant were a Bank. (e) Any Bank may, in the ordinary course of its business and in accordance with applicable law, at any time assign to one or more banks or other entities ("PURCHASER") all or any part of its rights and obligations hereunder. Such assignments shall be pursuant to Assignment Agreements substantially in the form of EXHIBIT G hereto. The consent of the Company and the Agent shall be required prior to any assignment becoming effective with respect to the Purchaser which is not a Bank or an Affiliate thereof; provided, however, that if a Default has occurred and is continuing, the consent of the Borrower, which Company shall not be required. Such consent shall not be unreasonably withheld, conditioned, withheld or delayed (“Borrower’s Sale Approval”)delayed. Notwithstanding Each such assignment shall be in an amount not less than the preceding sentence lesser of (i) by execution $10,000,000 or (ii) the remaining amount of this Agreement, Borrower consents the assigning Bank's Commitment (calculated as the date of such assignment). (f) Upon (i) the delivery to the Lender’s sale Agent of interests a notice of assignment, substantially in the Loan form attached as Exhibit "I" to two participants at the closing of the Loan EXHIBIT G hereto (a "NOTICE OF ASSIGNMENT"), together with any consents required by SUBSECTION (e) above, and (ii) any assignees or participants payment of a $2,500 fee to the Agent for processing such assignment, such assignment shall become effective on the effective date specified in such Notice of Assignment. The Notice of Assignment shall contain a representation by the Purchaser to the effect that none of the Lender (“Lender’s Assignee”) shall consideration used to make the purchase of the Commitment and Loans under the applicable Assignment Agreement are "plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and under this Agreement will not be subject "plan assets" under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Bank party to this Agreement and shall have all rights and obligations of a Bank hereunder, to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewithsame extent as if it were an original party hereto, and no further consent or action by the Company, the Banks or the Agent shall be required to release the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits transferor Bank with respect to the Loan Documents percentage of its Commitment and Loans assigned to such Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this SECTION 11.6, the transferor Bank, the Agent and the Company shall make appropriate arrangements so that a replacement Note is issued to such transferor Bank and a new Note or, as appropriate, a replacement Note, is issued to such Person(sPurchaser, in each case in principal amounts reflecting their Commitment, as adjusted pursuant to such assignment. (g) would have if The Company authorizes each Bank to disclose to any Participant or Purchaser or any other Person acquiring an interest hereunder by operation of law (each a "TRANSFEREE") and any prospective Transferee any and all information in such Person(s) were Lender hereunder; provided, that none Bank's possession concerning the creditworthiness of the foregoing shall decrease any rights or increase any obligations Company and its Subsidiaries; provided that each Transferee and prospective Transferee agrees to be bound by SECTION 11.10 of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loanthis Agreement.

Assignments and Participations. (a) Each Revolving Credit Lender may sell sell, transfer, negotiate or offer to sell the Loan or interests therein assign to one or more assignees Eligible Assignees all or participants a portion of its rights and obligations hereunder (“including all of its rights and obligations with respect to the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that (i) if any such assignment shall be of the assigning Revolving Credit Lender’s Sale Right”). Provided 's Revolving Credit Outstandings and Revolving Credit Commitments, such assignment shall cover the same percentage of such Revolving Credit Lender's Revolving Credit Outstandings and Revolving Credit Commitments, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no Default then exists beyond any applicable cure periodevent (if less than the assignor's entire interest) be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender’s Sale Right , such assignment shall be subject to the prior consent of the Borrower, Administrative Agent and the Borrower (which consent consents shall not be unreasonably withheldwithheld or delayed); and provided, conditionedfurther, or delayed that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required (“Borrower’s Sale Approval”x) for any assignment occurring when any Event of Default shall have occurred and be continuing and (y) for any assignment by any Affiliate of the Administrative Agent made within 15 Business Days after the Closing Date of its Revolving Credit Commitment held on the Closing Date. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Revolving Credit Note (if the assigning Revolving Credit Lender's Loans are evidenced by a Revolving Credit Note) subject to such assignment. Upon the execution, delivery, acceptance and recording in the Register of any Assignment and Acceptance 108 and, other than in respect of assignments made pursuant to Section 2.17 (Substitution of Lenders) and Section 11.1(c) (Amendments, Waivers, Etc.). Notwithstanding , the preceding sentence receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment and Acceptance, have the rights and obligations of a Revolving Credit Lender and, if such Revolving Credit Lender were an Issuer, of such Issuer hereunder and thereunder, (ii) the Revolving Credit Notes (if any) corresponding to the Loans assigned thereby shall be transferred to such assignee by execution notation in the Register and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except for those surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Revolving Credit Lender's rights and obligations under the Loan Documents, such Revolving Credit Lender shall cease to be a party hereto). (c) The Administrative Agent shall maintain at its address referred to in Section 11.8 (Notices, Etc.) a copy of each Assignment and Acceptance delivered to and accepted by it and shall record in the Register the names and addresses of the Lenders and Issuers and the principal amount of the Loans and Reimbursement Obligations owing to each Lender from time to time and the Revolving Credit Commitments of each Lender. Any assignment pursuant to this Section 11.2 shall not be effective until such assignment is recorded in the Register. (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Revolving Credit Lender and an assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii) record or cause to be recorded the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower. Within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall, if requested by such assignee, execute and deliver to the Administrative Agent, new Revolving Credit Notes to the order of such assignee in an amount equal to the Revolving Credit Commitments assumed by it pursuant to such Assignment and Acceptance and, if the assigning Revolving Credit Lender has surrendered any Revolving Credit Note for exchange in connection with the assignment and has retained Revolving Credit Commitments hereunder, new Revolving Credit Notes to the order of the assigning Revolving Credit Lender in an amount equal to the Revolving Credit Commitments retained by it hereunder. Such new Revolving Credit Notes shall be dated the same date as the surrendered Revolving Credit Notes and be in substantially the form of Exhibit B (Form of Revolving Credit Note). (e) In addition to the other assignment rights provided in this Section 11.2, each Revolving Credit Lender may do each of the following: (i) grant to a Special Purpose Vehicle the option to make all or any part of any Loan that such Revolving Credit Lender would otherwise be required to make hereunder and the exercise of such option by any such Special Purpose Vehicle and the making of Loans pursuant thereto shall satisfy (once and to the extent that such Loans are made) the obligation of such Revolving Credit Lender to make such Loans thereunder, provided, however, that (x) nothing herein shall constitute a commitment or an offer to commit by such a Special Purpose Vehicle to make Loans hereunder and no such Special Purpose Vehicle shall be liable for any indemnity or other Obligation (other than the making of Loans for which such Special Purpose Vehicle shall have exercised an option, and then only in accordance with the relevant option agreement) and (y) such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain responsible to the other parties for the performance of its obligations under the terms of this Agreement and shall remain the holder of the Obligations for all purposes hereunder; and (ii) assign, as collateral or otherwise, any of its rights under this Agreement, Borrower consents whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (A) without notice to or consent of the Administrative Agent or the Borrower, any Federal Reserve Bank (pursuant to Regulation A of the Federal Reserve Board) and (B) without consent of the Administrative Agent or the Borrower, (1) any holder of, or trustee for the benefit of, the holders of such Revolving Credit Lender's Securities and (2) any Special Purpose Vehicle to which such Revolving Credit Lender has granted an option pursuant to clause (i) above; provided, however, that no such assignment or grant shall release such Revolving Credit Lender from any of its obligations hereunder except as expressly provided in clause (i) above and except, in the case of a subsequent foreclosure pursuant to an assignment as collateral, if such foreclosure is made in compliance with the other provisions of this Section 11.2 other than this clause (e) or clause (f) below. Each party hereto acknowledges and agrees that, prior to the Lender’s sale date that is one year and one day after the payment in full of interests all outstanding commercial paper or other senior debt of any such Special Purpose Vehicle, such party shall not institute against, or join any other Person in instituting against, any Special Purpose Vehicle that has been granted an option pursuant to this clause (e) any bankruptcy, reorganization, insolvency or liquidation proceeding (such agreement shall survive the Loan to two participants at the closing payment in full of the Loan and (ii) any assignees or participants Obligations). The terms of the Lender (“Lender’s Assignee”) designation of, or assignment to, such Special Purpose Vehicle shall not be subject restrict such Lender's ability to, or grant such Special Purpose Vehicle the right to, consent to any amendment or waiver to this Agreement or any other Loan Document or to the Borrower’s Sale Approval. If departure by the Borrower from any provision of this Agreement or any other Loan Document without the consent of such Special Purpose Vehicle except, as long as the Administrative Agent and the Lenders, Issuers and other Secured Parties shall executecontinue to, acknowledge and deliver any shall be entitled to continue to, deal solely and all instruments reasonably requested by directly with such Lender in connection therewithwith such Lender's obligations under this Agreement, and to the extent, if any, specified in extent any such assignment consent would reduce the principal amount of, or participationthe rate of interest on, such assignee(sany Obligations, amend this clause (e) or participant(spostpone any scheduled date of payment of such principal or interest. Each Special Purpose Vehicle shall be entitled to the benefits of Sections 2.15 (Capital Adequacy) and 2.16 (Taxes) and of Section 2.14(d) (Illegality) as if it were such Lender; provided, however, that anything herein to the contrary notwithstanding, no Borrower shall, at any time, be obligated to make under Section 2.15 (Capital Adequacy), 2.16 (Taxes) or 2.14(d) (Illegality) to any such Special Purpose Vehicle and any such Lender any payment in excess of the amount the Borrower would have been obligated to pay to such Lender in respect of such interest if such Special Purpose Vehicle had not been assigned the rights of such Lender hereunder; and provided, further, that such Special Purpose Vehicle shall have no direct right to enforce any of the same terms of this Agreement against the Borrower, the Administrative Agent or the other Lenders. (f) Each Lender may sell participations to one or more Persons in or to all or a portion of its rights and benefits obligations under the Loan Documents (including all its rights and 110 obligations with respect to the Revolving Loans and Letters of Credit). The terms of such participation shall not, in any event, require the participant's consent to any amendments, waivers or other modifications of any provision of any Loan Documents, the consent to any departure by any Loan Party therefrom, or to the exercising or refraining from exercising any powers or rights such Lender may have under or in respect of the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none (including the right to enforce the obligations of the foregoing shall decrease Loan Parties), except if any rights such amendment, waiver or increase other modification or consent would (i) reduce the amount, or postpone any date fixed for, any amount (whether of principal, interest or fees) payable to such participant under the Loan Documents, to which such participant would otherwise be entitled under such participation or (ii) result in the release of all or substantially all of the Collateral other than in accordance with Section 10.8(b) (Concerning the Collateral and the Collateral Documents). In the event of the sale of any participation by any Lender, (w) such Lender's obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. shall remain unchanged, (x) such Lender may disseminate any information it now has or hereafter obtains pertaining shall remain solely responsible to the Loan, including any security other parties for the Loanperformance of such obligations, any credit or other information on (y) such Lender shall remain the Property holder of such Obligations for all purposes of this Agreement and (including environmental reports and assessments), z) the Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower the Administrative Agent and the Loan, provided other Lenders shall continue to deal solely and directly with such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with such Lender's rights and obligations under this Agreement. Each participant shall be entitled to the benefits of Sections 2.15 (Capital Adequacy) and 2.16 (Taxes) and of Section 2.14(d) (Illegality) as if it were a Lender; provided, however, that anything herein to the contrary notwithstanding, the Borrower shall not, at any transfer time, be obligated to make under Section 2.15 (via assignment Capital Adequacy), 2.16 (Taxes) or participation2.14(d) of its interest (Illegality) to the participants in the Loanrights and obligations of any Lender (together with such Lender) any payment in excess of the amount the Borrower would have been obligated to pay to such Lender in respect of such interest had such participation not been sold and provided, further, that such participant in the rights and obligations of such Lender shall have no direct right to enforce any of the terms of this Agreement against the Borrower, the Administrative Agent or the other Lenders. (g) Any Issuer may at any time assign its rights and obligations hereunder to any other Lender by an instrument in form and substance satisfactory to the Borrower, the Administrative Agent, such Issuer and such Lender, subject to the provisions of Section 2.7(c) (Evidence of Debt) relating to notations of transfer in the Register. If any Issuer ceases to be a Lender hereunder by virtue of any assignment made pursuant to this Section 11.2, then, as of the effective date of such cessation, such Issuer's obligations to Issue Letters of Credit pursuant to Section 2.4 (Letters of Credit) shall terminate and such Issuer shall be an Issuer hereunder only with respect to outstanding Letters of Credit issued prior to such date.

Assignments and Participations. (a) Any Lender may sell may, with the written consent of Agent (provided that no written consent of Agent shall be required in connection with any assignment and delegation by a Lender to an Eligible Transferee), and, so long as no Event of Default has occurred and is continuing, subject to the written consent of Parent, such consent not to be unreasonably withheld or offer to sell the Loan or interests therein delayed, assign and delegate to one or more assignees (each an "Assignee") all, or participants any -------- ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided, however, that Borrowers and Agent may -------- ------- continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (“Lender’s Sale Right”)i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Parent and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Parent and Agent an Assignment and Acceptance in form and substance satisfactory to Agent, and (iii) the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000. Provided no Default then exists beyond any applicable cure periodAnything contained herein to the contrary notwithstanding, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent Agent shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of such Lender. (“Borrower’s Sale Approval”). Notwithstanding b) From and after the preceding sentence date that Agent notifies the assignor Lender (with a copy to Parent) that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under ------------ this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Borrowers and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by Borrowers of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and (ii) any assignees or participants Acceptance and receipt and acknowledgment by Agent of the Lender (“Lender’s Assignee”) such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "Participant") participating interests ----------- in its Obligations, the Commitment, and the other rights and interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents ------------------ (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a -------- ------- "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums; and (v) all amounts payable by Borrowers hereunder shall be determined as if anysuch Lender had not sold such participation; except that, specified if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant of which Borrowers have received notice shall be deemed to have the right of set- off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation, such assignee(s) participation or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via proposed assignment or participation, a Lender may disclose all documents and information which it now or hereafter may have relating to Borrowers or Borrowers' business, subject to an agreement by the proposed recipient of such information to be bound by the provisions of Section 16.17(d) of this Agreement. ---------------- (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the LoanFederal Reserve Bank or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments and Participations. (a) Any Lender may sell or offer to sell may, with the Loan or interests therein written consent of Agent, assign and delegate to one or more assignees or participants (“Lender’s Sale Right”). Provided provided that no Default then exists beyond any applicable cure period, Lender’s Sale Right written consent of Agent shall be subject required in connection with any assignment and delegation by a Lender to an Eligible Transferee) (each an "ASSIGNEE") all, or any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000 except that such minimum amount shall not apply to Affiliates of Lenders; provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to Borrower and Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent; and (iii) the assignor Lender or Assignee has paid to Agent for Agent's sole and separate account a processing fee in the amount of $2,500. Anything contained herein to the contrary notwithstanding, the consent of the Borrower, which consent Agent shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of such Lender. (“Borrower’s Sale Approval”). Notwithstanding b) From and after the preceding sentence date that Agent notifies the assignor Lender (with a copy to Agent) that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to SECTION 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrower and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance; (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement; (5) such Assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto; and (6) such Assignee agrees that it will perform in accordance with their terms all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and (ii) any assignees or participants Acceptance and receipt and acknowledgment by Agent of the Lender (“Lender’s Assignee”) such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "PARTICIPANT") participating interests in the Obligations, the Commitment, and the other rights and interests of that Lender (the "ORIGINATING LENDER") hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating; (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating; (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating; (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender; or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums; and (v) all amounts payable by Borrower hereunder shall be determined as if anysuch Lender had not sold such participation; except that, specified if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any direct rights as to the other Lenders, Agent, Borrower, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation or proposed assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any disclose all documents and information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction may have relating to Borrower or Borrower's business. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and the Loan, provided such persons shall be notified interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the confidential nature of Federal Reserve Bank or U.S. Treasury Regulation 31 CFR ss.203.14, and such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment Federal Reserve Bank may enforce such pledge or participation) of its security interest in the Loanany manner permitted under applicable law.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and each Agent and each Lender and their respective successors and permitted assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder or under the other Loan Documents without the prior written consent of each Lender and any such assignment without the Lenders' prior written consent shall be null and void. (b) Subject to the conditions set forth in clause (c) below, each Lender may sell or offer to sell the Loan or interests therein assign to one or more assignees other lenders or participants other entities all or a portion of its rights and obligations under this Agreement with respect to: (“Lender’s Sale Right”). Provided no Default then exists beyond i) all or a portion of its Term Loan Commitment and any applicable cure periodTerm Loan made by it with the written consent of the Administrative Agent and the Administrative Borrower, Lender’s Sale Right shall be subject to and (ii) all or a portion of its Revolving Credit Commitment and any Revolving Loans made by it with the written consent of each Agent and the Administrative Borrower; provided, that (A) the consent of the Borrower, which consent any Agent shall not be unreasonably withheld, conditioned, conditioned or delayed (“Borrower’s Sale Approval”unless the proposed assignee is a Disqualified Lender, in which case, such Agent may withhold, condition or deny such consent in its sole discretion). Notwithstanding ) and (B) the preceding sentence (i) by execution of this Agreement, Borrower consents to the Lender’s sale of interests in the Loan to two participants at the closing consent of the Loan and Administrative Borrower (ii) any assignees or participants of the Lender (“Lender’s Assignee”1) shall not be subject to unreasonably withheld, conditioned or delayed (unless the Borrower’s Sale Approval. If proposed assignee is a Disqualified Lender, in which case, so long as no Event of Default has occurred and is continuing, the Administrative Borrower shall executemay withhold, acknowledge and deliver any and all instruments reasonably requested by Lender condition or deny such consent in connection therewithits sole discretion), and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s(2) shall be deemed to have been given by the same rights Administrative Borrower if the Administrative Borrower has not positively denied such consent within 5 Business Days of written request therefor and benefits with respect to (3) shall not be required during the Loan Documents as such Person(s) would have if such Person(s) were Lender hereundercontinuance of an Event of Default; provided, further, that none no written consent of the foregoing shall decrease any rights Agents or increase any obligations of the Administrative Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender required (x) in connection with any transfer assignment by a Lender to any Agent or any Lender, any Affiliate of any Agent or any Lender or any Related Fund of any Agent or any Lender or (via y) if such assignment is in connection with any merger, amalgamation, consolidation, sale, transfer, or participationother disposition of all or any substantial portion of the business or loan portfolio of any Lender. (c) Assignments shall be subject to the following additional conditions: (i) Each such assignment shall be in an amount which is at least $1,000,000 or a multiple of its interest $100,000 in excess thereof (or the Loan.remainder of such ▇▇▇▇▇▇'s Commitment) (except such minimum amount shall not apply to an assignment by a Lender to (A) an Agent or a Lender, an Affiliate of an Agent or a Lender or a Related Fund of an Agent or a Lender or (B) a group of new Lenders, each of whom is an Affiliate or Related Fund of each other to the extent the aggregate amount to be assigned to all such new Lenders is at least $1,000,000 or a multiple of $100,000 in excess thereof);

Assignments and Participations. Lender may sell or offer to sell (a) This Agreement and the Tranche A Revolving Loan or interests therein to one or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right Notes shall be subject binding upon and inure to the benefit of the Borrowers and the Agent and each Tranche A Lender and their respective successors and assigns (including, except for the right to request Tranche A Revolving Loans, any trustee succeeding to the rights of the Borrowers pursuant to Chapter 11 of the Bankruptcy Code or pursuant to any conversion to a case under Chapter 7 of the Bankruptcy Code); provided, however, that each of the Borrowers may not assign or transfer any of their rights hereunder, or under the Tranche A Revolving Loan Notes, without the prior written consent of each Tranche A Lender and any such assignment without the Tranche A Lenders’ prior written consent shall be null and void. (b) Each Tranche A Lender may, with the written consent of the BorrowerAgent (which consent is not to be unreasonably withheld) and, unless a Default or Event of Default has occurred and is continuing, the written consent of the Administrative Borrower (which consent shall not be required in connection with any assignment to any Affiliate of such Tranche A Lender), such consent of the Administrative Borrower not to be unreasonably withheld, conditionedassign to one or more other lenders or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or delayed (“Borrower’s Sale Approval”a portion of its Commitment, the Tranche A Revolving Loans made by it and the Tranche A Revolving Loan Notes held by it). Notwithstanding the preceding sentence ; provided, however, that (i) by execution such assignment is in an amount which is at least $5,000,000 or a multiple of this Agreement, Borrower consents to $1,000,000 in excess thereof (or the remainder of such Tranche A Lender’s sale of interests in the Loan to two participants at the closing of the Loan Commitment) and (ii) the parties to each such assignment shall execute and deliver to the Agent, for its acceptance, an Assignment and Acceptance, together with any assignees Tranche A Revolving Loan Note subject to such assignment. Upon such execution, delivery and acceptance, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least three (3) Business Days after the delivery thereof to the Agent (or participants such shorter period as shall be agreed to by the Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Tranche A Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Tranche A Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Tranche A Lender’s rights and obligations under this Agreement, such Tranche A Lender shall cease to be a party hereto). (i) By executing and delivering an Assignment and Acceptance, the assigning Tranche A Lender and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (A) other than as provided in such Assignment and Acceptance, the assigning Tranche A Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Tranche A Revolving Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Tranche A Revolving Loan Document furnished pursuant hereto; (B) the assigning Tranche A Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any of their Subsidiaries or the performance or observance by the Borrowers of any of their obligations under this Agreement or any other Tranche A Revolving Loan Document furnished pursuant hereto; (C) such assignee confirms that it has received a copy of this Agreement and the other Tranche A Revolving Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (D) such assignee will, independently and without reliance upon the Assigning Tranche A Lender, the Agent or any Tranche A Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Tranche A Revolving Loan Documents; (E) such assignee appoints and authorizes the Agent to take such action as Agent on its behalf and to exercise such powers under this Agreement and the other Tranche A Revolving Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (F) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Tranche A Revolving Loan Documents are required to be performed by it as a Tranche A Lender. (ii) The Agent shall maintain, or cause to be maintained at the Payment Office, a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Tranche A Lenders and the Commitments of, and principal amount of the Tranche A Revolving Loans owing to each Tranche A Lender from time to time (the “Lender’s AssigneeRegister”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agent and the Tranche A Lenders may treat each Person whose name is recorded in the Register as a Tranche A Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Tranche A Lender at any reasonable time and from time to time upon reasonable prior notice. (iii) Upon its receipt of an Assignment and Acceptance executed by an assigning Tranche A Lender and an assignee, together with the Tranche A Revolving Loan Notes subject to such assignment, the Agent shall, if the Agent consents to such assignment and if such Assignment and Acceptance has been completed (i) accept such Assignment and Acceptance, (ii) give prompt notice thereof to the Administrative Borrower, (iii) record the information contained therein in the Register, and (iv) prepare and distribute to each Tranche A Lender and the Administrative Borrower a revised Schedule 1.01(C) hereto after giving effect to such assignment, which revised Schedule 1.01(C) shall not be subject to replace the Borrower’s Sale Approval. If prior Schedule 1.01(C) and become part of this Agreement. (iv) A Registered Tranche A Revolving Loan (and the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extentRegistered Note, if any, specified evidencing the same) may be assigned or sold in any whole or in part only by registration of such assignment or participationsale on the Register (and each Registered Note shall expressly so provide), together with the surrender of the Registered Note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such Registered Note, whereupon, at the request of the designated assignee(s) or participant(s) shall have transferee(s), one or more new Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Tranche A Revolving Loan (and the Registered Note, if any evidencing the same), the Agent shall treat the Person in whose name such Registered Tranche A Revolving Loan (and the Registered Note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. (v) In the event that any Tranche A Lender sells participations in a Registered Tranche A Revolving Loan, such Tranche A Lender shall maintain a register on which it enters the name of all participants in the Registered Tranche A Revolving Loans held by it (the “Participant Register”). A Registered Tranche A Revolving Loan (and the Registered Note, if any, evidencing the same) may be participated in in whole or in part only by registration of such participation on the Participant Register (and each Registered Note shall expressly so provide). Any participation of such Registered Tranche A Revolving Loan (and the Registered Note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. (vi) Any foreign Person who purchases or is assigned or participates in any portion of such Registered Tranche A Revolving Loan shall provide the Agent (in the case of a purchase or assignment) or the Tranche A Lender (in the case of a participation) with a completed Internal Revenue Service Form W-8 (Certificate of Foreign Status) or a substantially similar form for such purchaser, participant or any other affiliate who is a holder of beneficial interests in the Registered Tranche A Revolving Loan. (c) Each Tranche A Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and benefits with respect to obligations under this Agreement and the other Tranche A Revolving Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder(including, without limitation, all or a portion of its Commitment, and the Tranche A Revolving Loans made by it); provided, that none of (i) such Tranche A Lender’s obligations under this Agreement (including without limitation, its Commitment hereunder) and the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the other Tranche A Revolving Loan Documents other than to a de minimis extent. shall remain unchanged; (ii) such Tranche A Lender may disseminate any information it now has or hereafter obtains pertaining shall remain solely responsible to the Loan, including any security other parties hereto for the Loanperformance of such obligations, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the LoanBorrowers, provided the Agent and the other Tranche A Lenders shall continue to deal solely and directly with such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Tranche A Lender in connection with such Tranche A Lender’s rights and obligations under this Agreement and the other Tranche A Revolving Loan Documents, and (iii) a participant shall not be entitled to require such Tranche A Lender to take or omit to take any transfer action hereunder except (via assignment A) action directly effecting an extension of the maturity dates or participation) of its interest decrease in the Loanprincipal amount of the Tranche A Revolving Loans, or (B) action directly effecting an extension of the due dates or a decrease in the rate of interest payable on the Tranche A Revolving Loans or the fees payable under this Agreement, or (C) actions directly effecting a release of all or a substantial portion of the Collateral or any Borrower (except as set forth in Section 9.08 of this Agreement or any Tranche A Revolving Loan Document).

Assignments and Participations. (a) Any Lender may sell may, with the written consent of Administrative Agent (and, in the case of an assignment to any financial institution that is organized outside of the United States or offer to sell that maintains its chief executive office outside of the Loan or interests therein United States, the Borrower), assign and delegate to one or more assignees financial institutions (each an "Assignee") all, or participants any ratable part, of the Obligations, the Commitments, and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided, however, that the parties hereto may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (“Lender’s Sale Right”)i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, shall have been given to Borrower and Administrative Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to Borrower and Administrative Agent (A) a fully executed Assignment and Acceptance ("Assignment and Acceptance") in the form of Exhibit 15.1 and (B) such form or forms as Borrower has requested and as may be required under the United States Foreign Ownership, Control and Influence laws and regulations as to which any Company may be subject; and (iii) the assignor Lender or Assignee has paid to Administrative Agent for Administrative Agent's sole and separate account a processing fee in the amount of $2,500. Provided no Default then exists beyond any applicable cure periodAnything contained herein to the contrary notwithstanding, Lender’s Sale Right shall be subject to the consent of Administrative Agent shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender. (b) From and after the date that Administrative Agent notifies the assignor Lender that it has received a fully executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender 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 Acceptance, relinquish its rights and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrower, the Companies and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties, or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document furnished pursuant hereto; (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Companies or the performance or observance by the Companies of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto; (3) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (4) such Assignee will, independently and without reliance upon Agents, such assigning Lender, or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (5) such Assignee appoints and authorizes each Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (6) such Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and Acceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments of the Assignor and Assignee arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitment of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditionedsell to one or more Persons (a "Participant") participating interests in the Obligations owing to such Lender, or delayed such Lender's Commitment, and the other rights and interests of that Lender (“Borrower’s Sale Approval”the "Originating Lender") hereunder and under the other Loan Documents (provided that no written consent of Administrative Agent shall be required in connection with any sale of such participating interests by a Lender to an Affiliate of such Lender). Notwithstanding the preceding sentence ; provided, however, that (i) by execution the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Companies and each Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this AgreementAgreement and the other Loan Documents, Borrower consents (iv) no Originating Lender shall transfer or grant any participating interest under which the Participant has the sole and exclusive right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the Lender’s sale extent such amendment to, or consent or waiver with respect to this Agreement or of interests any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such participant is participating; (B) reduce the Loan interest rate applicable to two participants at the closing Obligations hereunder in which such Participant is participating; (C) release all or a material portion of the Collateral (except to the extent expressly provided herein or in any of the Loan and Documents) supporting the Obligations hereunder in which such Participant is participating; (iiD) any assignees postpone the payment of, or participants reduce the amount of, the interest or fees hereunder in which such Participant is participating; (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums in respect of the Obligations hereunder in which such Participant is participating; or (F) subordinate the Liens of Administrative Agent for the benefit of the Lender (“Lender’s Assignee”) shall not be subject Group to the Liens of any other creditor of any Company; and (v) all amounts payable by Borrower hereunder shall be determined as if such Originating Lender had not sold such participation; except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided, however, that no Participant may exercise any such right of set-off without the notice to and consent of Administrative Agent. The rights of any Participant shall only be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any direct rights as to the other Lenders, each Agent, Borrower’s Sale Approval, the Subsidiary Guarantors, the Collections, the Collateral, or otherwise in respect of the Advances or the Letters of Credit. If No Participant shall have the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested right to participate directly in the making of decisions by Lenders among themselves. The provisions of this Section 15.1(e) are solely for the benefit of Lender in connection therewithGroup, and to the extent, if any, specified in no Company shall have any rights as a third party beneficiary of any of such provisions. (f) In connection with any such assignment or participation, such assignee(s) participation or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via proposed assignment or participation, subject to Section 17.16(d), a Lender may disclose to a third party all documents and information which it now or hereafter may have relating to the Companies' business. (g) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the LoanFRB or U.S. Treasury Regulation 31 C.F.R. (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments and Participations. (a) Any DIP Lender may sell or offer to sell the Loan or interests therein assign and delegate to one or more assignees (each an “Assignee”) that are Eligible Transferees all, or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure periodratable part of all, Lender’s Sale Right shall be subject to the consent of the BorrowerObligations, which consent the Commitments and the other rights and obligations of such DIP Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000 (except such minimum amount shall not apply to an assignment and delegation by a DIP Lender to (x) any other DIP Lender or an Affiliate of such DIP Lender or a Related Fund of such DIP Lender or (y) a group of new DIP Lenders, each of which is an Affiliate or Related Fund of each other so long as the aggregate amount to be unreasonably withheldassigned to such group is at least $2,500,000); provided, conditionedthat any DIP Lender may assign the entire remaining portion of its Obligations and Commitments to an Eligible Transferee; provided, or delayed (“Borrower’s Sale Approval”). Notwithstanding further, that, except as otherwise provided in Section 14.1(c) hereof, Borrowers may continue to deal solely and directly with such DIP Lender in connection with the preceding sentence interest so assigned to an Assignee until (i) by execution written notice of this Agreementsuch assignment, Borrower consents together with payment instructions, addresses, and related information with respect to the Lender’s sale of interests in Assignee, have been given to Administrative Borrower by such DIP Lender and the Loan to two participants at the closing of the Loan Assignee and (ii) such DIP Lender and its Assignee have delivered to Administrative Borrower an Assignment and Acceptance. Anything contained herein to the contrary notwithstanding, the Assignee need not be an Eligible Transferee if (x) such assignment is in connection with any assignees merger, consolidation, sale, transfer, or participants other disposition of all or any substantial portion of the business or loan portfolio of the assigning DIP Lender or (“y) the assignee is a DIP Lender or an Affiliate of a DIP Lender or a Related Fund of a DIP Lender. (b) Except as otherwise provided in Section 14.1(c) hereof, from and after the date that Administrative Borrower notifies the assigning DIP Lender that it has received an executed Assignment and Acceptance, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a DIP Lender under the Loan Documents, and (ii) the assigning DIP Lender 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 Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from any future obligations under this DIP Loan Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning DIP Lender’s rights and obligations under this DIP Loan Agreement and the other Loan Documents, such DIP Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrowers and the Assignee”; provided, however, that nothing contained herein shall release any assigning DIP Lender from obligations that survive the termination of this DIP Loan Agreement, including such assigning DIP Lender’s obligations under Article 16 and Section 17.7 of this DIP Loan Agreement. (c) Notwithstanding anything contained in this Section 14.1 to the contrary, a DIP Lender may assign any or all of its rights hereunder to a Qualified Affiliate of such DIP Lender or a Qualified Related Fund of such DIP Lender without (i) providing any notice to any Person or (ii) delivering an executed Assignment and Acceptance to Administrative Borrower; provided, however, that (x) Borrowers may continue to deal solely and directly with the assigning DIP Lender until an Assignment and Acceptance has been delivered to Administrative Borrower, (y) the failure of such assigning DIP Lender to deliver an Assignment and Acceptance to Administrative Borrower or any other Person shall not affect the legality, validity or binding effect of such assignment, and (z) an Assignment and Acceptance between an assigning DIP Lender and its Qualified Affiliate or Qualified Related Fund shall be subject effective as of the date specified in such Assignment and Acceptance. (d) By executing and delivering an Assignment and Acceptance, the assigning DIP Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning DIP Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this DIP Loan Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this DIP Loan Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning DIP Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by Borrowers of any of their obligations under this DIP Loan Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this DIP Loan Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon such assigning DIP Lender or any other DIP Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this DIP Loan Agreement and (5) such Assignee agrees that it will perform all of the obligations which by the terms of this DIP Loan Agreement are required to be performed by it as a DIP Lender. (e) Immediately upon Administrative Borrower’s Sale Approval. If receipt of the Borrower fully executed Assignment and Acceptance (or, in the case of an assignment from a DIP Lender to one or more of its Qualified Affiliates or Qualified Related Funds pursuant to Section 14.1(c), upon the effective date specified in such Assignment and Acceptance), this DIP Loan Agreement shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning DIP Lender pro tanto. (f) Any DIP Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “Participant”) participating interests in all or any portion of its Obligations, the Commitment, and the other rights and interests of that DIP Lender (the “Originating DIP Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating DIP Lender shall remain a “DIP Lender” for all purposes of this DIP Loan Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating DIP Lender hereunder shall not constitute a “DIP Lender” hereunder or under the other Loan Documents and the Originating DIP Lender’s obligations under this DIP Loan Agreement shall remain unchanged, (ii) the Originating DIP Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers and the DIP Lenders shall continue to deal solely and directly with the Originating DIP Lender in connection with the Originating DIP Lender’s rights and obligations under this DIP Loan Agreement and the other Loan Documents, (iv) no Originating DIP Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this DIP Loan Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this DIP Loan Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such DIP Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrowers hereunder shall be determined as if anysuch DIP Lender had not sold such participation, specified except that, if amounts outstanding under this DIP Loan Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this DIP Loan Agreement to the same extent as if the amount of its participating interest were owing directly to it as a DIP Lender under this DIP Loan Agreement. The rights of any Participant only shall be derivative through the Originating DIP Lender with whom such Participant participates and no Participant shall have any rights under this DIP Loan Agreement or the other Loan Documents or any direct rights as to the other DIP Lenders, Borrowers, the Collections of Borrowers or their Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the DIP Lenders among themselves. The provisions of this Section 14.1(f) are solely for the benefit of the DIP Lenders, and Borrowers shall not have any rights as third party beneficiaries of any such provisions. (g) In connection with any such assignment or participation or proposed assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect a DIP Lender may, subject to the provisions of Section 17.7, disclose all documents and information which it now or hereafter may have relating to Borrowers and their Subsidiaries and their respective businesses. (h) Any other provision in this DIP Loan Documents as Agreement notwithstanding, any DIP Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this DIP Loan Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24 or any other Person and such Person(s) would have if Person may enforce such Person(s) were Lender hereunderpledge or security interest in any manner permitted under applicable law; provided, that none no such pledge or grant of a security interest shall release a DIP Lender from any of its obligations hereunder or substitute any such pledgee or secured party (or any transferee thereof) for such DIP Lender as a party hereto unless such pledgee or secured party (or transferee) becomes a DIP Lender hereunder. (i) The Administrative Borrower shall, acting solely for this purpose as a non-fiduciary agent of Borrowers, maintain, or cause to be maintained, a register (the “Register”) on which it shall enter the names and addresses of the foregoing DIP Lenders and the Commitments of, and the principal amount of the Term Loan (and stated interest thereon) owing to each DIP Lender from time to time. Subject to the last sentence of this Section 14.1(i), the entries in the Register shall decrease be conclusive and binding for all purposes, absent manifest error, and Borrowers and the DIP Lenders may treat each Person whose name is recorded in the Register as a DIP Lender hereunder for all purposes of this DIP Loan Agreement. The Register shall be available for inspection by any DIP Lender at any reasonable time and from time to time upon reasonable notice. In the case of an assignment to a Qualified Affiliate or Qualified Related Fund pursuant to Section 14.1(c) as to which an Assignment and Acceptance is not delivered to Administrative Borrower, the assigning DIP Lender shall, acting solely for this purpose as a non-fiduciary agent of Borrowers, maintain a register (the “Related Party Register”) comparable to the Register on behalf of Borrowers. (j) A Registered Loan (and the Registered Note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register or the Related Party Register (and each Registered Note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register or the Related Party Register, together with the surrender of the Registered Note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such Registered Note, whereupon, at the request of the designated assignee(s) or transferee(s), one or more new Registered Notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan (and the Registered Note, if any evidencing the same), the DIP Lenders and Borrowers shall treat the Person in whose name such Registered Loan (and the Registered Note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon, notwithstanding notice to the contrary. (k) In the event that a DIP Lender sells participations in the Registered Loan, such DIP Lender shall, acting solely for this purpose as a non-fiduciary agent of Borrowers, maintain a register on which it enters the name of all participants in the Registered Loans held by it and the principal amount (and stated interest thereon) of the portion of the Registered Loan that is the subject of the participation (the “Participant Register”). A Registered Loan (and the Registered Note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each Registered Note shall expressly so provide). Any participation of such Registered Loan (and the Registered Note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. (l) Notwithstanding anything contained in this DIP Loan Agreement to the contrary, so long as no Event of Default has occurred and is continuing, no DIP Lender may assign or participate all or any portion of its Term Loan or Commitments or otherwise assign any or all of its rights or increase hereunder to any obligations of Borrower or Guarantor Person organized under the Loan Documents other than to laws of a de minimis extent. Lender may disseminate any information it now has Tier 3 or hereafter obtains pertaining to 4 Country absent prior review and approval by the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the LoanDSS.

Assignments and Participations. (a) Each Lender may sell shall have the right to sell, assign or offer to sell the Loan transfer all or interests therein any part of its Note or Notes, its Commitment and its rights and obligations hereunder to one or more assignees Affiliates, Lenders, financial institutions, pension plans, insurance companies, investment funds, or participants similar Persons who are Eligible Assignees; PROVIDED, that each sale, assignment or transfer (“other than to an Affiliate or a Lender’s Sale Right”). Provided no ) shall require the consent of Agent and the Borrower, which consents will not be unreasonably withheld; provided, however, that if an Event of Default then exists beyond any applicable cure periodhas occurred and is continuing, Lender’s Sale Right shall be subject to the consent of the Borrower shall not be required. Any such assignee, transferee or recipient shall have, to the extent of such sale, assignment, or transfer, the same rights, benefits and obligations as it would if it were such Lender and a holder of such Note, Commitment and rights and obligations, including, without limitation, the right to vote on decisions requiring consent or approval of all Lenders or Majority Lenders and the obligation to fund its Commitment; provided, that (1) each such sale, assignment, or transfer (other than to an Affiliate or a Lender) shall be in an aggregate principal amount not less than $5,000,000 Canadian, (2) each remaining Lender shall at all times maintain Commitment then outstanding in an aggregate principal amount at least equal to $5,000,000 Canadian; (3) each such sale, assignment or transfer shall be of a Pro Rata portion of such Lender's Commitment, (4) no Lender may offer to sell its Note or Notes, Commitment, rights and obligations or interests therein in violation of any securities laws; (5) no such assignments shall become effective until the assigning Lender and its assignee delivers to Agent and Borrower an Assignment and Acceptance and the Note or Notes subject to such assignment and other documents evidencing any such assignment, and (6) an assignee Lender that is not a resident of Canada shall not be entitled to claim under Section 5(f) of this Agreement any amount in respect of the assigned Commitment which could not have been claimed by the assigning Lender. An assignment fee in the amount of $3,500 Canadian for each such assignment (other than to an Affiliate or a Lender) will be payable to Agent by assignor or assignee. Within five (5) Business Days after its receipt of copies of the Assignment and Acceptance and the other documents relating thereto and the Note or Notes, the Borrower shall execute and deliver to Agent (for delivery to the relevant assignee) a new Note or Notes evidencing such assignee's assigned Commitment and if the assignor Lender has retained a portion of its Commitment, a replacement Note in the principal amount of the Commitment retained by the assignor (except as provided in the last sentence of this paragraph (a) such Note or Notes to be in exchange for, but not in payment of, the Note or Notes held by such Lender). On and after the effective date of an assignment hereunder, the assignee shall for all purposes be a Lender, party to this Agreement and any other Loan Document executed by the Lenders and shall have all the rights and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and no further consent or action by Borrower, Lenders or the Agent shall be required to release the transferor Lender with respect to its Commitment assigned to such assignee and the transferor Lender shall henceforth be so released (b) Each Lender shall have the right to grant participations in all or any part of such Lender's Notes and Commitment hereunder to one or more pension plans, investment funds, insurance companies, financial institutions or other Persons, provided, that: (i) each Lender granting a participation shall retain the right to vote hereunder, and no participant shall be entitled to vote hereunder on decisions requiring consent or approval of Lender or Majority Lenders (except as set forth in (iii) below); (ii) in the event any Lender grants a participation hereunder, such Lender's obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, such Lender shall remain the holder of any such Note or Notes for all purposes under the Loan Documents, and Agent, each Lender and Borrower shall be entitled to deal with the Lender granting a participation in the same manner as if no participation had been granted; and (iii) no participant shall ever have any right by reason of its participation to exercise any of the rights of Lenders hereunder, except that any Lender may agree with any participant that such Lender will not, without the consent of such participant (which consent shall may not be unreasonably withheld, conditioned, ) consent to any amendment or delayed waiver requiring approval of all Lenders. (“c) It is understood and agreed that any Lender may provide to assignees and participants and prospective assignees and participants financial information and reports and data concerning Borrower’s Sale Approval”). Notwithstanding the preceding sentence (i) by execution of 's properties and operations which was provided to such Lender pursuant to this Agreement, Borrower consents to the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and (ii) any assignees or participants of the Lender (“Lender’s Assignee”) shall not be subject to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now each recipient thereto has or hereafter obtains pertaining to the Loanfirst agreed, including any security for the Loanbenefit of Borrower, any credit or other information to hold such information, reports and data in confidence on the Property terms set out in Section 12(i) hereof. (including environmental reports and assessments), d) Upon the reasonable request of either Agent or Borrower, each Lender will identify those to whom it has assigned or participated any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) part of its interest in Notes and Commitment, and provide the Loanamounts so assigned or participated.

Assignments and Participations. (a) With the consent of the Agent, each Issuing Lender may sell and the Borrower (which consent, in each case, shall not be (x) required (A) for an assignment to a Lender, an Affiliate of a Lender or offer to sell any Approved Fund, (B) solely in the Loan or interests therein to one or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to case of the consent of the Borrower, which if an Event of Default under Sections 7.1(a), 7.1(d) or 7.1(e) has occurred and is continuing or (C) solely in the case of the consent of any Issuing Lender, for an assignment of Term Loans or Term Loan Commitments or (y) unreasonably withheld, conditioned or delayed), any Lender may assign and delegate to one or more assignees (each, an “Assignee”) that are Eligible Transferees all, or any ratable part of all, of the Obligations, the Commitments, the Loans and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of, with respect to (x) the Revolving Commitments or Revolving Loans, $5,000,000 (or the remaining amount of any Lender’s Commitment or amount of Loans, if less) or (y) the Term Loans or Term Loan Commitments, $1,000,000 (or the remaining amount of any Lender’s Commitment or amount of Loans, if less); provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information including any documentation required pursuant to Sections 2.23(e), (f) and (g) with respect to the Assignee, have been given to the Borrower and the Agent by such ▇▇▇▇▇▇ and the Assignee, (ii) such Lender and its Assignee have delivered to the Borrower and the Agent an Assignment and Acceptance, fully executed and delivered by each party thereto, and (iii) the assigning Lender or Assignee has paid to the Agent for the Agent’s separate account a processing fee in the amount of $3,500; provided, further, that the Borrower shall be deemed to have consented to any such assignment if the Borrower does not respond within ten Business Days of a written request for its consent with respect to such assignment. Any attempted or purported sale, transfer, assignment or delegation in contravention of the consent rights noted in the immediately preceding sentence shall be prohibited and for all purposes be treated as a sale of a participation by the Lender to such Assignee. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be unreasonably withheldrequired and the Assignee need not be an Eligible Transferee and the consent of the Borrower shall not be required if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender. The Agent, acting solely for this purpose as an agent of the Borrower, shall maintain a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Borrower’s Sale ApprovalRegister”). Notwithstanding The entries in the preceding sentence (i) by execution Register shall be conclusive absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, Borrower consents notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender’s sale , at any reasonable time and from time to time upon reasonable prior notice. (b) From and after the date that the Agent notifies the assigning Lender (with a copy to the Borrower) that it has received an executed Assignment and Acceptance satisfying clause (a) above and payment of interests the above-referenced processing fee and recordation in the Loan Register, (i) the Assignee thereunder shall be a party hereto and, to two participants at the closing extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender 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 Acceptance, relinquish its rights (except with respect to Section 8.2 hereof) and be released from any assignees future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or participants the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between the Borrower and the Assignee; provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Section 8.2(b) of this Agreement relating to any period prior to the effectiveness of such assignment. (c) Immediately upon the Agent’s receipt of the required processing fee payment and the fully executed Assignment and Acceptance satisfying clause (a) above and recordation in the Register, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Revolving Commitments or the Loans arising therefrom. The Commitments and the Loans allocated to each Assignee shall reduce such Commitments or Loans of the assigning Lender pro tanto. (d) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons who are not natural persons or the Borrower or any of its Subsidiaries or affiliates (a “Participant”) participating interests in its Obligations, its Loans, its Commitments, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Loans, the Revolving Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s Assignee”obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower, the Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or all or substantially all of the guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, the Agent, the Borrower, its Subsidiaries, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. Notwithstanding the foregoing, each Participant shall be entitled to the benefits of Sections 2.13 and 2.23 (subject to the requirements and limitations therein, including the requirements under Section 2.23(e) and (f) (it being understood that the documentation required under Section 2.23(e) and (f) shall be delivered solely to the Originating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment; provided that such Participant (A) shall be subject to the provisions of Section 2.24 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be subject entitled to receive any greater payment under Sections 2.13 or 2.23, with respect to any participation, than the Originating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in applicable law that occurs after the Participant acquired the applicable participation. Each Originating Lender shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and related interest amounts) of each Participant’s Sale Approvalinterest in the Revolving Commitments or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender 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. If The entries in the Borrower Participant Register shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewithbe conclusive absent manifest error, and such Originating Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the extentcontrary. For the avoidance of doubt, if any, specified the Agent (in its capacity as administrative agent) shall have no responsibility for maintaining a Participant Register. (e) In connection with any such assignment or participation or proposed assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect a Lender may, subject to the Loan Documents as such Person(sprovisions of Section 11.11, disclose all documents and information which it now or hereafter may have relating to the Borrower and its Subsidiaries and their respective businesses. (f) would have if such Person(s) were Any other provision in this Agreement notwithstanding, any Lender hereunder; providedmay at any time create a security interest in, that none or pledge or assign, all or any portion of the foregoing shall decrease any its rights or increase any under and interest in this Agreement to secure obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loansuch Lender, including any security for pledge or assignment to secure obligations to a Federal Reserve Bank in accordance with Regulation A of the Loan, any credit Federal Reserve Bank or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals U.S. Treasury Regulation 31 CFR §203.24 or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body other central bank having jurisdiction over such Lender, to any actual and such Federal Reserve Bank or prospective counterparty (other central bank may enforce such pledge or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its security interest in the Loanany manner permitted under applicable law.

Assignments and Participations. Each Lender may sell resell (through ------------------------------ syndication, assignment or offer a participation) all or a portion of its rights and obligations under this Agreement (including all or a part of its Revolving Credit Advances, Revolving Credit Commitment and Revolving Credit Note), in minimum increments of $5,000,000, to sell any other Person. In the case of an assignment by any Lender under this Section 10.2, the ------------ purchaser shall have, to the extent of such assignment, the same rights, benefits and obligations as it would if it were a Lender hereunder; provided, -------- that each such assignment shall be of a constant, and not a varying, percentage of the selling Lender's rights and obligations under this Agreement. Upon execution by the assignor and the assignee of an instrument pursuant to which the assignee assumes such rights and obligations, payment by such assignee to such assignor of an amount equal to the purchase price agreed between such assignor and assignee and delivery to Agent and Borrower of an executed copy of such instrument together with payment to Agent of a processing fee of $2,500, such assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights and benefits as it would have if it were a Lender hereunder and the assignor shall be, to the extent of such assignment (unless otherwise provided therein) released from its obligations under this Agreement. Borrower hereby acknowledges and agrees that any assignment will give rise to a direct obligation of Borrower to the assignee and that the assignee shall be considered to be a "Lender" hereunder and under the other Loan Documents. In all instances, each Lender's liability to make Revolving Credit Advances shall be several and not joint and shall be limited to such Lender's pro rata share thereof. Upon any such assignment, Borrower, at its own expense, shall execute and deliver to Agent in exchange for the surrendered Revolving Credit Note of the assignor Lender a new Revolving Credit Note to the order of the assignor Lender in an amount equal to the Revolving Credit Commitment assumed by such assignee Lender, and if the assignor Lender has retained a Revolving Credit Commitment hereunder a new Revolving Credit Note to the order of the assignor Lender in an amount equal to such retained Revolving Credit Commitment. Such new Revolving Credit Notes shall be dated the Closing Date and shall otherwise be in the form of the Revolving Credit Note replaced thereby. The Revolving Credit Notes surrendered to Agent shall be returned by Agent to Borrower marked "canceled". payable by Borrower hereunder shall be determined as if such Lender had not sold such participation and such Lender shall remain a "Lender" for all purposes under this Agreement, (b) any such grant of a participation will be made in compliance with all applicable state or Federal laws, rules, and regulations, (c) any such participation shall be divided pro rata among the participating Lender's share of the Revolving Credit Loan, and (d) such Lender shall not grant any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or the Loan or interests therein to one or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure periodDocuments, Lender’s Sale Right shall be subject except to the consent of the Borrower, which consent shall not be unreasonably withheld, conditioned, extent such amendment or delayed (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence waiver would (i) by execution of this Agreement, Borrower consents to extend the Lender’s sale of interests in the Loan to two participants at the closing final maturity date for payment of the Revolving Credit Loan and in which such participant is participating; (ii) any assignees reduce the interest rate or participants the amount of principal or Fees applicable to the Revolving Credit Loan in which such participant is participating; or (iii) release all or substantially all of the Collateral, except as expressly provided herein. In those cases in which a Lender grants rights to its participants to approve any amendment to or waiver of this Agreement or the other Loan Documents respecting the matters described in the foregoing clauses (“i) through (iii), the relevant participation agreements shall provide for a voting mechanism whereby a majority of the amount of the participating Lender’s Assignee”) 's portion of the Revolving Credit Loan, as the case may be (irrespective of whether held by such Lender or participated), shall control the vote for all of such Lender's portion of the Revolving Credit Loan. In the case of any participation, the participant shall not have any rights under this Agreement or any of the other Loan Documents entered into in connection herewith (the participant's right against such Lender in respect of such participation to be those set forth in the participation or other agreement executed by such Lender and the participant relating thereto) and all amounts payable to any Lender hereunder shall be determined as if such Lender had not sold such participation. Except as otherwise provided in this Section 10.2 no Lender shall, as ------------ between Borrower and that Lender, be relieved of any of its obligations hereunder as a result of any sale, assignment, transfer or negotiation of, or granting of participation in, all or any part of the Revolving Credit Loan or other Obligations owed to such Lender. Any Lender permitted to sell assignments and participations under this Section 10.2 may, subject to this Section 10.2, ------------ ------------ furnish any information concerning Borrower and its Subsidiaries in the Borrower’s Sale Approvalpossession of that Lender from time to time to assignees and participants (including prospective assignees and participants). If the Borrower shall execute, acknowledge and deliver assist any and all instruments Lender permitted to sell assignments or participations under this Section 10.2 in whatever manner reasonably requested by Lender necessary ------------ in connection therewith, and order to the extent, if any, specified in enable or effect any such assignment or participation, such assignee(s) or participant(s) including the execution and delivery of any and all agreements, notes and other documents and instruments as shall have be reasonably requested and the same rights preparation and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provideddelivery of informational materials, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit appraisals or other information on the Property (including environmental reports and assessments)documents for, Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loanparticipation of relevant management in meetings with, provided such persons shall be notified of the confidential nature of such informationpotential assignees or participants. Borrower shall not certify the correctness, completeness and accuracy of all descriptions of Borrower and its affairs contained in any selling materials and all information provided by it and included in such materials or shall provide all necessary corrections thereto. No information shall be responsible for provided to any Costs incurred by Lender in connection with any transfer (via assignment potential assignee or participation) of its interest participant unless such potential assignee and participant has signed a confidentiality agreement substantially in the Loan.form of Exhibit F. ---------

Assignments and Participations. (a) Any Lender may sell or offer to sell the Loan or interests therein assign and delegate to one or more assignees (each an "Assignee") that are Eligible Transferees all, or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure periodratable part of all, Lender’s Sale Right shall be subject to the consent of the BorrowerObligations, the Commitments and the other rights and obligations of such Lender, in each case hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided however that, so long as no Event of Default has occurred and is continuing, Borrower shall have approved such Eligible Transferee (which consent approval shall not be unreasonably withheld, delayed or conditioned); provided, or delayed (“Borrower’s Sale Approval”). Notwithstanding further, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the preceding sentence interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by execution such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent a fully executed Assignment and Acceptance, and (iii) the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required and the Assignee need not be an Eligible Transferee if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender. (b) From and after the date that Agent notifies the assignor Lender (with a copy to Borrower) that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender 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 Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrower and the Assignee; provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, Borrower consents including such assigning Lender's obligations under Article 16 and Section 17.8 of this Agreement. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan and obligations which by the terms of this Agreement are required to be performed by it as a Lender. (iid) any assignees or participants Immediately upon Agent's receipt of the Lender (“Lender’s Assignee”) required processing fee payment and the fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "Participant") participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower hereunder shall be determined as if anysuch Lender had not sold such participation, specified except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall, to the extent permitted by law, be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections of Borrower or its Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation or proposed assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect a Lender may, subject to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; providedprovisions of Section 17.8, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any disclose all documents and information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction may have relating to Borrower and the Loanits Subsidiaries and their respective businesses. (g) Any other provision in this Agreement notwithstanding, provided such persons shall be notified any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the confidential nature of Federal Reserve Bank or U.S. Treasury Regulation 31 CFR ss.203.24, and such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment Federal Reserve Bank may enforce such pledge or participation) of its security interest in the Loanany manner permitted under applicable law.

Assignments and Participations. (a) The Borrower may not assign its rights or obligations hereunder or under the Notes or any Letters of Credit without the prior consent of all of the Lenders and the Agent. (b) Any Lender may sell or offer to sell the Loan or interests therein assign to one or more assignees all or participants a portion of its rights and obligations under this Agreement pursuant to an Assignment Agreement substantially in the form of Exhibit E (“Lender’s Sale Right”an "Assignment"). Provided ; provided, however, that (i) except in the case of an assignment to a Lender or a Lender Affiliate, such assignment shall require the written consent of the Agent and, if no Event of Default then exists beyond has occurred and is continuing, the Borrower (which consent will not be unreasonably withheld), (ii) except in the case of an assignment to a Lender or a Lender Affiliate, any applicable cure period, Lender’s Sale Right such assignment shall be subject in the amount of at least $5,000,000.00 or such lesser amount to which the Borrower and the Agent have consented and if the assigning Lender has assigned less than all of its Percentage Share of the Loans, such assigning Lender shall retain a Percentage Share of the Loans equating to at least $5,000,000.00 or such lesser amount to which the Borrower and the Agent have consented and (iii) the assignee or assignor shall pay to the Agent a processing and recordation fee of $3,000.00 for each assignment. Any such assignment will become effective upon the execution and delivery to the Agent of the Assignment, payment of the recordation fee and, if required, the consent of the Agent and the Borrower. Promptly after receipt of an executed Assignment, the Agent shall send to the Borrower a copy of such executed Assignment. Upon receipt of such executed Assignment, the Borrower, which consent will, at its own expense, execute and deliver new Notes to the assignor and/or assignee, as appropriate, in accordance with their respective interests as they appear. Upon the effectiveness of any assignment pursuant to this Section 12.06(b), the assignee will become a "Lender," if not already a "Lender," for all purposes of this Agreement and the other Loan Documents. The assignor shall be relieved of its obligations hereunder to the extent of such assignment (and if the assigning Lender no longer holds any rights or obligations under this Agreement, such assigning Lender shall cease to be a "Lender" hereunder except that its rights under Sections 4.06, 5.01, 5.05 and 12.03 shall not be unreasonably withheld, conditioned, or delayed (“Borrower’s Sale Approval”affected). Notwithstanding The Agent will prepare on the preceding sentence (ilast Business Day of each month during which an assignment has become effective pursuant to this Section 12.06(b), a new Annex I giving effect to all such assignments effected during such month, and will promptly provide the same to the Borrower and each of the Lenders. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 12.06(b) by execution shall be treated for purposes of this Agreement, Borrower consents to the Lender’s Agreement as a sale by such Lender of interests a participation in the Loan to two participants at the closing of the Loan and (ii) any assignees or participants of the Lender (“Lender’s Assignee”) shall not be subject to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits obligations in accordance with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessmentsSection 12.06(c), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loan.

Assignments and Participations. Lender may sell or offer The Lenders will be permitted to sell assign loans under the Loan or interests therein Second Lien Facility (other than to one or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure perioda) a natural person, Lender’s Sale Right shall be (b) subject to the following paragraph, the Borrower and its affiliates or (c) to the extent they have been identified to the relevant Lender in writing prior to such assignment, Disqualified Institutions (as defined in the Commitment Letter) with the consent of the Borrower, which Borrower (such consent shall not to be unreasonably withheld, conditioned, withheld or delayed (“Borrower’s Sale Approval”delayed). Notwithstanding the preceding sentence (i) by execution of this Agreement, Borrower consents to the Lender’s sale of interests in the Loan to two participants at the closing ; provided that such consent of the Loan and Borrower (ii) any assignees or participants of the Lender (“Lender’s Assignee”x) shall not be subject required (i) if such assignment is made to another Lender under the Second Lien Facility or an affiliate or approved fund of any such Lender or (ii) after the occurrence and during the continuance of an event of default and (y) shall be deemed to have been given if the Borrower has not responded within five business days of a request for such consent. All assignments will require the consent of the Agent, not to be unreasonably withheld or delayed. Each assignment will be in an amount of an integral multiple of $1,000,000 or, if less, all of such Lender’s remaining loans. Assignments will be by novation. An assignment fee in the amount of $3,500 shall be paid by the respective assignor or assignee to the Borrower’s Sale ApprovalAgent. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower The Agent shall not be responsible for monitoring compliance with the Disqualified Lender list and shall have no liability for non-compliance by any Costs incurred Lender. Assignments of loans under the Second Lien Facility to the Borrower shall be permitted subject to the following limitations: (i) Holdings, the Borrower and its subsidiaries may not purchase loans under the Second Lien Facility at any time while they or any of their respective directors or officers is aware of any material non-public information with respect to the business of Holdings, the Borrower or any of their subsidiaries at the time of such purchase that has not been disclosed to Lenders generally, (ii) any offer to purchase or take by Lender assignment any loans under the Second Lien Facility by Holdings, the Borrower or its subsidiaries shall have been made to all Lenders pro rata (with buyback mechanics to be agreed); (iii) no default or event of default has occurred and is continuing; and (iv) the loans purchased are immediately cancelled. The Lenders will be permitted to sell participations in connection with any transfer loans (via assignment other than to a natural person or participationto the Borrower and its affiliates) without restriction. Voting rights of its participants shall be limited to matters in respect of (a) increases in commitments of such participant, (b) reductions or forgiveness of principal, interest or fees payable to such participant, (c) extensions of final maturity or scheduled amortization of, or the date for payment of interest or fees on, the loans or commitments in which such participant participates and (d) releases of all or substantially all of the Loanvalue of the Guarantees, or all or substantially all of the Collateral.

Assignments and Participations. (a) At any time after the ------------------------------ Closing Date each Lender may sell or offer to sell may, with the Loan or interests therein to one or more assignees or participants prior consent of the Agent and (“Lender’s Sale Right”). Provided so long as no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to the consent or Event of Default has occurred and is continuing) the Borrower, which consent consents shall not be unreasonably withheld, conditionedassign to one or more banks or financial institutions all or a portion of its rights and obligations under the Loan Documents (including, without limitation, all or delayed (“Borrower’s Sale Approval”a portion of any Note payable to its order). Notwithstanding the preceding sentence ; provided, that (i) each such -------- assignment with respect to the Revolving Credit Facility shall be of a constant and not a varying percentage of all of the assigning Lender's rights and obligations under the Revolving Credit Facility, Letter of Credit Facility and Swing Line Facility, (ii) for each assignment involving the issuance and transfer of a Note, the assigning Lender shall execute the applicable Assignment and Acceptance and the Borrower hereby agrees to execute a replacement Note or Notes to give effect to the assignment, (iii) in any case the amount of Revolving Credit Commitment and Letter of Credit Commitment, or the amount of Term Loan A Commitment or Term Loan B Commitment, as applicable, which shall be assigned is a minimum of $5,000,000 and, if greater, an amount which is an integral multiple of $1,000,000, (iv) such assignee shall have an office located in the United States, and (v) no consent of the Borrower or the Agent shall be required in connection with any assignment by execution a Lender to another Lender or to an affiliate of any Lender. Upon such execution, delivery, approval and acceptance, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder or under any such Note have been assigned or negotiated to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and a holder of such Note and (y) the assignor thereunder shall, to the extent that rights and obligations hereunder or under such Note have been assigned or negotiated by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement. Any Lender who makes an assignment shall pay to the Agent a one-time administrative fee of $3,500 which fee shall not be reimbursed by the Borrower. (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) the assignment made under such Assignment and Acceptance is made under such Assignment and Acceptance without recourse; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or the performance or observance by any Credit Party of its obligations under any Loan Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, Borrower consents together with copies of the financial statements delivered pursuant to Section ------- 8.6(a) or Section 9.1, as the Lender’s sale of interests in case may be, and such other Loan Documents ------ ----------- and other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Loan to two participants Agent, NCMI or such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the closing of time, 110 continue to make its own credit decisions in taking or not taking action under any Loan Document; (v) such assignee appoints and authorizes the Loan and (ii) any assignees or participants of the Lender (“Lender’s Assignee”) shall not be subject Agent to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, take such action as agent on its behalf and to the extent, if any, specified in any exercise such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to powers under the Loan Documents as are delegated to the Agent by the terms hereof and thereof, together with such Person(spowers as are reasonably incidental thereto; and (vi) would have if such Person(sassignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender and a holder of such Notes. (c) were The Agent shall maintain at one of its offices in Charlotte, North Carolina a copy of each Lender Assignment and Acceptance delivered to it in accordance with the terms of Section 13.1(a) above and a register for --------------- the recordation of the identity of the principal amount, type and Interest Period of each Loan outstanding hereunder, the names, addresses and the Revolving Credit Commitments, the Term Loan A Commitments and the Term Loan B Commitments of the Lenders pursuant to the terms hereof from time to time (the "Register"). The Agent will make reasonable efforts to maintain the -------- accuracy of the Register and to promptly update the Register from time to time, as necessary. The entries in the Register shall be conclusive in the absence of manifest error and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and each Lender, at any reasonable time and from time to time upon reasonable prior notice. (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, the Agent shall give prompt notice thereof to Borrower. (e) Nothing herein shall prohibit any Lender from pledging or assigning, without notice to or consent of the Borrower and without the payment of the administrative fee referred to in Section 13.1(a), any Note --------------- to any Federal Reserve Bank in accordance with applicable law. (f) Each Lender may sell participations at its expense to one or more banks or other entities as to all or a portion of its rights and obligations under this Agreement; provided, that none of the foregoing (i) such Lender's -------- obligations under this Agreement shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. remain unchanged, (ii) such Lender may disseminate any information it now has or hereafter obtains pertaining shall remain solely responsible to the Loan, including any security other parties hereto for the Loanperformance of such obligations, (iii) such Lender shall remain the holder of any credit or other information on Note issued to it for the Property purpose of this Agreement, (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisorsiv) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons participations shall be notified in a minimum amount of the confidential nature $5,000,000 and, if greater, an amount which is an integral multiple of $1,000,000, and shall include an allocable portion of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loan.Lender's Participation,

Assignments and Participations. (a) Any Lender may sell or offer to sell may, with the Loan or interests therein written consent of Agent, assign and delegate to one or more assignees or participants (“Lender’s Sale Right”). Provided provided that no Default then exists beyond any applicable cure period, Lender’s Sale Right written consent of Agent shall be subject required in connection with any assignment and delegation by a Lender to an Eligible Transferee) (each an "Assignee") all, or any ratable part, of the Obligations, the Commitments, and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $1,000,000 (provided that no such minimum amount shall be required in the case of an Assignee that is an Affiliate of a Lender), provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, shall have been given to Borrowers and Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to Borrowers and Agent a fully executed Assignment and Acceptance; and (iii) other than with respect to an assignment by an existing Lender to any Affiliate of such Lender, the assignor Lender or Assignee has paid to Agent for Agent's sole and separate account a processing fee in the amount of $2,500; provided, further, that the written consent of the Borrowers shall be required for an Assignment and Acceptance to be effective if, but only if, the proposed Assignee has been a lender to a Borrower at any time during the three years prior to the Closing Date unless the assignor Lender is selling all or a substantial portion of its loan portfolio to such proposed Assignee, in which case no such written consent of the Borrowers shall be required. Anything contained herein to the contrary notwithstanding, the consent of the Borrower, which consent Agent shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of such Lender. (“Borrower’s Sale Approval”). Notwithstanding b) From and after the preceding sentence date that Agent notifies the assignor Lender that it has received a fully executed Assignment and Acceptance and payment (if applicable) of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrowers and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties, or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of this Agreement or any other Loan Document furnished pursuant hereto; (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Borrower or the performance or observance by any Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance; (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender’s sale of interests in the Loan to two participants , or any other Lender, and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement; (5) such Assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (6) such Assignee agrees that it will perform in accordance with their terms all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and (ii) any assignees or participants of the Lender (“Lender’s Assignee”) Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments of the assignor Lender and Assignee arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "Participant") participating interests in the Obligations owing to such Lender, such Lender's Commitment, and the other rights and interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers and Agent shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Originating Lender shall transfer or grant any participating interest under which the Participant has the sole and exclusive right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating; (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating; (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating; (D) postpone the payment of, or reduce the amount of, the interest or fees hereunder in which such Participant is participating; (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums in respect of the Obligations hereunder in which such Participant is participating; or (F) subordinate the Liens of Agent for the benefit of the Lender Group to the Liens of any other creditor of any Borrower; and (v) all amounts payable by Borrowers hereunder shall be determined as if anysuch Originating Lender had not sold such participation; except that, specified if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant shall only be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any direct rights as to the other Lenders, Agent, Borrowers, the Collections, the Collateral, or otherwise in respect of the Term Loans. No Participant shall have the right to participate directly in the making of decisions by Lenders among themselves. The provisions of this Section 16.1(e) are solely for the benefit of Lender Group, and no Borrower shall have any rights as a third party beneficiary of any of such provisions. (f) In connection with any such assignment or participation, such assignee(s) participation or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via proposed assignment or participation, subject to Section 18.16(d), a Lender may disclose to a third party all documents and information which it now or hereafter may have relating to any Borrower's business. (g) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the LoanFederal Reserve Bank or U.S. Treasury Regulation 31 C.F.R. ss.203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments and Participations. (a) Each Lender may sell sell, transfer, negotiate or offer to sell the Loan or interests therein assign to one or more assignees Eligible Assignees all or participants a portion of its rights and obligations hereunder (“including all of its rights and obligations with respect to the Term Loans, the Revolving Loans, the Swing Loans and the Letters of Credit); provided, however, that (i)(A) if any such assignment shall be of the assigning Lender’s Sale Right”). Provided 's Revolving Credit Outstandings and Revolving Credit Commitments, such assignment shall cover the same percentage of such Lender's Revolving Credit Outstandings and Revolving Credit Commitment (B) if any such assignment shall be of the assigning Lender's Optional Currency Loans and Optional Currency Commitments, such assignment shall cover the same percentage of such Lender's Optional Currency Loans and Optional Currency 110 Commitments and (C) if any such assignment shall be of the assigning Lender's Term Loans and Term Loan Commitment, such assignment shall cover the same percentage of such Lender's Term Loans and Term Loan Commitment, (ii) the aggregate amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no Default then exists beyond any applicable cure periodevent (if less than the Assignor's entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof, except, in either case, (A) with the consent of the Borrower and the Administrative Agent or (B) if such assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender’s Sale Right , and (iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of the Borrower, Administrative Agent and the Required Revolving Lenders in the case of an assignment with respect to a Revolving Loan and the Borrower (which consent shall not be unreasonably withheldwithheld or delayed); and provided, conditionedfurther, that, notwithstanding any other provision of this Section 11.2, the consent of the Borrower shall not be required for any assignment occurring when any Event of Default shall have occurred and be continuing. Any such assignment need not be ratable as among the Term Loan Facility and the Revolving Credit Facility. (b) The parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note (if the assigning Lender's Loans are evidenced by a Note) subject to such assignment. In addition, any Lender or delayed Eligible Assignee assuming a Revolving Credit Commitment in connection with a Facility Increase shall execute an assumption agreement in accordance with Section 2.19 (“Borrower’s Sale Approval”Facility Increase). Notwithstanding Upon the preceding sentence execution, delivery, acceptance and recording in the Register of any Assignment and Acceptance and, other than in respect of assignments made pursuant to Section 2.18 (Substitution of Lenders) and Section 11.1(c) (Amendments, Waivers, Etc.), the receipt by the Administrative Agent from the assignee of an assignment fee in the amount of $3,500 from and after the effective date specified in such Assignment and Acceptance, (i) by execution of this Agreementthe assignee thereunder shall become a party hereto and, Borrower consents to the Lender’s sale of interests in extent that rights and obligations under the Loan Documents have been assigned to two participants at such assignee pursuant to such Assignment and Acceptance, have the closing rights and obligations of the Loan a Lender, and if such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) any assignees or participants the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except for those surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto). (“Lender’s Assignee”c) The Administrative Agent shall maintain at its address referred to in Section 11.8 (Notices, Etc.) a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recording of the names and addresses of the Lenders and the Issuers and the Commitments of and principal amount of the Loans and Letter of Credit Obligations (specifying the Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the "Register"). Any assignment pursuant to this Section 11.2 shall not be effective until such assignment is recorded in the Register. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Loan Parties, the Administrative Agent, the Lenders and the Issuers shall treat each Person whose name is recorded in the Register as a Lender or as an Issuer, as the case may be, for all purposes of this Agreement. The Register shall 111 be available for inspection by the Borrower, the Administrative Agent or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Notwithstanding anything to the contrary contained in clause (b) above, the Loans (including the Notes evidencing such Loans), any Revolving Loans deemed to have been made pursuant to Section 2.3(e) (Swing Loans), Reimbursement Obligations and undivided participation interests in Swing Loans purchased pursuant to Section 2.3(f) (Swing Loans) are registered obligations and the right, title, and interest of the Lenders and the Issuers, as the case may be, and their assignees in and to such Loans, deemed Revolving Loans, Reimbursement Obligations and undivided participation interests in Swing Loans, as the case may be, shall be transferable only upon notation of such transfer in the Register. A Note shall only evidence the Lender's or a registered assignee's right title and interest in and to the related Loan, and in no event is any such Note to be considered a bearer instrument or obligation. This Section 11.2 shall be construed so that the Loans, deemed Revolving Loans, Reimbursement Obligations and undivided participation interests in Swing Loans, are at all times maintained in "registered form" within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related regulations (or any successor provisions of the Code or such regulations). Solely for purposes of this clause (d) and for tax purposes only, the Administrative Agent shall act as the Borrower's agent for purposes of maintaining the Register and such notations of transfer in the Register, subject to the standard of care set forth in the first sentence of Section 10.2(b) (Administrative Agent's Reliance, Etc.). (e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower’s Sale Approval. If Within five Business Days after its receipt of such notice, the Borrower shall executeBorrower, acknowledge at its own expense, shall, if requested by such assignee, execute and deliver to the Administrative Agent new Notes to the order of such assignee in an amount equal to the Commitments and Loans assumed by it pursuant to such Assignment and Acceptance and, if the assigning Lender has surrendered any Note for exchange in connection with the assignment and all instruments reasonably requested by has retained Commitments or Loans hereunder, new Notes to the order of the assigning Lender in connection therewithan amount equal to the Commitments and Loans retained by it hereunder. Such new Notes shall be dated the same date as the surrendered Notes and be in substantially the form of Exhibit B-1 (Form of Revolving Credit Note) or Exhibit B-2 (Form of Term Note), as applicable. (f) In addition to the other assignment rights provided in this Section 11.2, each Lender may (i) grant to a Special Purpose Vehicle the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder and the exercise of such option by any such Special Purpose Vehicle and the making of Loans pursuant thereto shall satisfy (once and to the extentextent that such Loans are made) the obligation of such Lender to make such Loans thereunder, if anyprovided, specified however, that nothing herein shall constitute a commitment or an offer to commit by such a Special Purpose Vehicle to make Loans hereunder and no such Special Purpose Vehicle shall be liable for any indemnity or other Obligation (other than the making of Loans for which such Special Purpose Vehicle shall have exercised an option, and then only in accordance with the relevant option agreement), and (ii) assign, as collateral or otherwise, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (x) any Federal Reserve Bank pursuant to Regulation A of the Federal Reserve Board without notice to or consent of the Borrower or the Administrative Agent, (y) any trustee for the benefit of the holders of such Lender's Securities and (z) to any Special Purpose Vehicle to which such Lender has granted an option pursuant to clause (i) above; and provided, further, that no such assignment or participationgrant shall release such Lender from any of its obligations hereunder except as expressly provided in clause (i) above. Each party hereto acknowledges and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any such Special Purpose Vehicle, such assignee(sparty shall not institute against, or join any other Person in instituting against, any Special Purpose Vehicle that has been granted an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency or participant(sliquidation proceeding (such agreement shall survive the payment in full of the Obligations). In addition, each Lender granting a Special Purpose Vehicle the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder, (i) shall have keep a register, meeting the same requirements of Treasury Regulations Section 5f.103-1(c), of each Special Purpose Vehicle which has funded all or any part of any Loans that such Lender would otherwise be obligated to make pursuant to this Agreement, specifying such Special Purpose Vehicle's entitlement to payments of principal and interest with respect to such Loans and (ii) shall collect, prior to the time such Special Purpose Vehicle receives payments with respect to such funded Loans, from each such Special Purpose Vehicle the appropriate forms, certificates and statements described in Section 2.17 (Taxes) (and updated as required by Section 2.17 (Taxes)) as if such Special Purpose Vehicle were a Lender under Section 2.17 (Taxes). (g) Each Lender may sell participations to one or more Persons in or to all or a portion of its rights and benefits obligations under the Loan Documents (including all its rights and obligations with respect to the Term Loans, Revolving Loans and Letters of Credit). The terms of such participation shall not, in any event, require the participant's consent to any amendments, waivers or other modifications of any provision of any Loan Documents, the consent to any departure by any Loan Party therefrom, or to the exercising or refraining from exercising any powers or rights such Lender may have under or in respect of the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none (including the right to enforce the obligations of the foregoing shall decrease Loan Parties), except if any rights such amendment, waiver or increase other modification or consent would (i) reduce the amount, or postpone any date fixed for, any amount (whether of principal, interest or fees) payable to such participant under the Loan Documents, to which such participant would otherwise be entitled under such participation or (ii) result in the release of all or substantially all of the Collateral other than in accordance with Section 10.8(b) (Concerning the Collateral and the Collateral Documents). In the event of the sale of any participation by any Lender, (w) such Lender's obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. shall remain unchanged, (x) such Lender may disseminate any information it now has or hereafter obtains pertaining shall remain solely responsible to the Loan, including any security other parties for the Loanperformance of such obligations, any credit or other information on (y) such Lender shall remain the Property holder of such Obligations for all purposes of this Agreement and (including environmental reports and assessments), z) the Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower the Administrative Agent and the Loan, provided other Lenders shall continue to deal solely and directly with such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with such Lender's rights and obligations under this Agreement. Each participant shall be entitled to the benefits of Sections 2.16 (Capital Adequacy) and 2.17 (Taxes) and of Section 2.15(d) (Illegality) as if it were a Lender; provided, however, that anything herein to the contrary notwithstanding, the Borrower shall not, at any transfer time, be obligated to make under Section 2.16 (via assignment Capital Adequacy), 2.17 (Taxes) or participationSection 2.15(d) of its interest (Illegality) to the participants in the Loanrights and obligations of any Lender (together with such Lender) any payment in excess of the amount the Borrower would have been obligated to pay to such Lender in respect of such interest had such participation not been sold. In addition, each Lender selling a participation to a participant under this Section 11.2(g) (i) shall keep a register, meeting the requirements of Treasury Regulations Section 5f.103-1(c), of each participant, specifying such participant's entitlement to payments of principal and interest with respect to such participation, and (ii) shall collect, prior to the time such participant receives payments with respect to such participations, from each such participant the appropriate forms, certificates and statements described in Section 2.17 (Taxes) (and updated as required by Section 2.17 (Taxes)) as if such participant were a Lender under Section 2.17 (Taxes). (h) Any Issuer may at any time assign its rights and obligations hereunder to any other Lender by an instrument in form and substance satisfactory to the Borrower, the Administrative Agent, such Issuer and such Lender, subject to the provisions under Section 11.2(c) relating to notations of transfer in the Register. If any Issuer ceases to be a Lender hereunder by virtue of any assignment made pursuant to this Section 11.2, then, as of the effective date of such cessation, such Issuer's obligations to Issue Letters of Credit pursuant to Section 2.5 (Letters of Credit) shall terminate and such Issuer shall be an Issuer hereunder only with respect to outstanding Letters of Credit issued prior to such date. (i) For purposes of this Section 11.2, with respect to each Letter of Credit, if an Issuer transfer its rights with respect to the Borrower's Reimbursement Obligation with respect to a Letter of Credit, such Issuer shall give notice of such transfer to the Administrative Agent for notation in the Register.

Assignments and Participations. (a) Any Lender may sell or offer to sell ------------------------------ may, with the Loan or interests therein to one or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure periodwritten consent of the Agent, Lender’s Sale Right shall be subject and, prior to the occurrence and continuance of an Event of Default, consent of the Borrower, which consent shall not be unreasonably withheld, conditionedconditioned or delayed, assign and delegate to one or more assignees (each an "Assignee") all, or delayed (“Borrower’s Sale Approval”). Notwithstanding any ratable part of all, of the preceding sentence Revolving Loans, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided, however, that the Borrower and the Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to the Borrower and the Agent by execution such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower and the Agent an Assignment and Acceptance; and (iii) the assignor Lender or Assignee has paid to the Agent for the Agent's sole and separate account a processing fee in the amount of $3,500. Anything contained herein to the contrary notwithstanding, the consent of the Agent or the Borrower shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender. (b) From and after the date that the Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender 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 Acceptance, relinquish its rights (except with respect to Section 9.7 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between the Borrower and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by the Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (4) such Assignee will, independently and without reliance upon the Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (5) such Assignee appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Lender’s sale of interests Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (6) such Assignee agrees that it will perform in the Loan to two participants at the closing accordance with their terms all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and (ii) any assignees or participants of the Lender (“Lender’s Assignee”) Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of the Agent, and, prior to the occurrence and continuance of an Event of Default, consent of the Borrower, which consent shall not be unreasonably withheld, conditioned or delayed, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "Participant") participating interests ----------- in the Revolving Loans, the Commitment, and the other rights and interests of that Lender (the "originating Lender") hereunder and under the other Loan ------------------ Documents; provided, however, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Borrower and the Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the sole and exclusive right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Revolving Loans hereunder in which such Participant is participating; (B) reduce the interest rate applicable to the Revolving Loans hereunder in which such Participant is participating; (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating; (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender; or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums; and (v) all amounts payable by the Borrower hereunder shall be determined as if anysuch Lender had not sold such participation; except that, specified if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the originating Lender with whom such Participant participates and no Participant shall have any direct rights as to the other Lenders, the Agent, the Borrower, the Collections, the Collateral, or otherwise in respect of the Revolving Loans. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation, such assignee(s) participation or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via proposed assignment or participation, a Lender may disclose all documents and information which it now or hereafter may have relating to the Borrower or the Borrower's business. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the LoanFederal Reserve Bank or U.S. Treasury Regulation 31 CFR (S)203.14, and 63. such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments and Participations. 12.5.1 Borrowers may not assign any of its rights or obligations under this Agreement without the prior consent of all Lenders and Agent. Any attempted or purported assignment in contravention of the preceding sentence shall be null and void. 12.5.2 Each Lender may sell or offer to sell the Loan or interests therein to one or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to with the consent of the BorrowerBorrowers, unless such assignment is to another Lender or a subsidiary, sister company or parent of any Lender, in which case Borrowers' consent shall not be unreasonably withheldrequired) assign all or any part of its Loans and its Commitments (but only with the consent of Agent and only pro rata among all of the various Loans and Commitments to the Borrowers), conditionedtogether with, or delayed (“Borrower’s Sale Approval”). Notwithstanding in any such case, its related rights, remedies, powers and privileges under the preceding sentence Loan Documents; provided that (i) any such -------- partial assignment shall be in an amount at least equal to $10,000,000 and the assigning Lender shall have a retained interest at least equal to $10,000,000; (iii) each such assignment by execution a Lender of this Agreement, Borrower consents its Loans and Commitments shall be made in such manner so that the same portion of its Loans and Commitments is assigned to the respective assignee; and (iv) the assigning Lender or the respective assignee shall have paid to Agent an assignment fee of $5,000. Upon execution and delivery by the assignee to Borrowers and Agent of an instrument in writing pursuant to which such assignee agrees to become a "Lender’s sale " under this Agreement (if not already a Lender) having the Commitment or Commitments and Loans specified in such instrument, and upon the consent of interests Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided in such assignment with the consent of Agent), the obligations, rights and benefits of a Lender under the Loan Documents holding the Commitment or Commitments and Loans assigned to two participants at the closing of the Loan and it (ii) any assignees or participants of the Lender (“Lender’s Assignee”) shall not be subject in addition to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge Commitment or Commitments and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extentLoans, if any, specified theretofore held by such assignee) and the assigning Lender shall, to the extent of such assignment, be released from the Commitment or Commitments so assigned. Any Lender may sell participations in its Loans and Commitments, but only on terms acceptable to Agent in its reasonable discretion. 12.5.3 In addition to the assignments and participations permitted under the foregoing provisions of this Section 12.5, any Lender may assign and pledge all or any portion of its Loans to any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank. No such assignment or participation, such assignee(s) or participant(s) shall have release the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were assigning Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any from its obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Documents. 12.5.4 A Lender may disseminate furnish any information it now has concerning Borrowers or hereafter obtains pertaining any of its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants). 12.5.5 Notwithstanding anything in this Section 12.5 to the Loancontrary, including any security for the Loan, any credit no Lender may assign or other information on the Property (including environmental reports and assessments), Borrower, participate to Borrowers or any of Borrower’s principals its Affiliates or Subsidiaries any interest in any Obligation or Commitment (or any Guarantorrelated rights, to any actual remedies, powers or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisorsprivileges) to any swap or derivative transaction relating to Borrower without the prior written consent of each Lender and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the LoanAgent.

Assignments and Participations. (a) Except as expressly permitted in the Operative Documents, the Borrower may not assign or transfer its rights or delegate its obligations hereunder or under any other Operative Document without the prior written consent of Sublessee, Ex-Im Bank and the Guaranteed Lender. (b) Subject in all events to compliance with all terms and conditions of the Ex-Im Bank Guarantee (including, without limitation, any requirement for Ex-Im Bank's prior written consent thereto) and with Applicable Laws, the Guaranteed Lender may assign, transfer, pledge, sell or offer to sell grant participations in or otherwise dispose of all or any part of its interest in all or any part of the Borrower's Indebtedness under this Guaranteed Loan or interests therein Agreement and the Note to one or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to other Permitted Institutions without the prior written consent of the BorrowerBorrower or the Sublessee (collectively, which consent a "DISPOSITION OF INDEBTEDNESS") provided that (other than in connection with an assignment to Ex-Im Bank) if, as at the date of such assignment or transfer, such assignment or transfer would subject the Borrower to any greater obligation or liability under Section _____ of the ______________Agreement or under the ______________ Indemnity Agreement or under any other Operative Document than it would have been under on such date if no such assignment had then taken place, then unless such assignment was made to mitigate or avoid the requirement for payment of additional amounts or increased costs under the ______________ Indemnity Agreement or any illegality, the assignee shall not be unreasonably withheld, conditioned, entitled to receive any greater payment under the ______________ Indemnity Agreement or delayed (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence (i) by execution of this Agreement, Borrower consents to the Lender’s sale of interests in the Loan to two participants at the closing under Section _____ of the Loan and (ii) ______________Agreement or any assignees or participants of other Operative Document than the Lender (“Lender’s Assignee”) shall not be subject assignor would have been entitled to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits receive with respect to the Loan Documents as rights assigned or transferred at the time such Person(s) would have if such Person(s) were Lender hereunder; providedassignment or transfer is entered into. Furthermore, that none without limiting the generality of the foregoing shall decrease any rights foregoing, the Guaranteed Lender may sell, assign, transfer and set over to a trustee for the holders of the Guaranteed Lender's secured indebtedness or increase any obligations of Borrower or Guarantor under other securities (the "______________ TRUSTEE") the Loan Documents other than to and the Note for the purpose of creating a de minimis extent. Lender may disseminate security interest therein in favor of the ______________ Trustee, and the ______________ Trustee may, in such event, exercise any information it now has or hereafter obtains pertaining and all rights and remedies which would otherwise be available to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Guaranteed Lender in connection with this Guaranteed Loan Agreement and the enforcement thereof in relation to the Loan and the Note. The Borrower shall, at the request of the Guaranteed Lender, execute and deliver to the Guaranteed Lender, or to any party that the Guaranteed Lender may designate, any such further instruments as may be necessary or reasonably requested by the Guaranteed Lender to give full force and effect to a Disposition of Indebtedness by the Guaranteed Lender. (c) Without limiting the provisions of Section _____ of the Participation Agreement, all non-public information provided to the Security Trustee and the Guaranteed [Form of Guaranteed Loan Agreement] Lender by the Borrower or Sublessee shall be treated as confidential by the Security Trustee and the Guaranteed Lender; provided, however, that the Guaranteed Lender may furnish any information concerning the Borrower or Sublessee in the possession of the Guaranteed Lender from time to time to assignees and participants (including prospective assignees and participants), provided such Persons have agreed to maintain the confidentiality as provided in Section 14 of the Participation Agreement of all such non-public information so furnished and any such information may be disclosed as required by Applicable Laws. (d) If the Guaranteed Lender (other than Ex-Im Bank) wishes to assign or transfer all or any of its rights, benefits and obligations hereunder as contemplated in Section 10.6(b), then such assignment or transfer may be effected (i) in the case of an assignment or transfer to a Person (other than Ex-Im Bank) on the Transfer Date specified in the relevant Transfer Certificate or (ii) in the case of a transfer or assignment to Ex-Im Bank as a result of a demand under the terms of the Ex-Im Bank Guarantee, on the date of such transfer. To the extent that pursuant to such Transfer Certificate and the provisions thereof the rights and obligations of the Guaranteed Lender hereunder and under the other Operative Documents (to which the Guaranteed Lender is party) are validly transferred to and assumed by the assignee or transferee, such Guaranteed Lender shall be released from further obligations hereunder and under the other Operative Documents, other than accrued rights owing to any party hereunder and thereunder. (e) No Guaranteed Lender (other than Ex-Im Bank, any of its transferees or any further transferees) may assign or transfer (via it being understood and agreed that a participation permitted by Section 10.6 shall not constitute an assignment or participationtransfer) any of its interest rights or obligations hereunder as contemplated by this Section 10.6 unless contemporaneously therewith it assigns or transfers to the same assignee or transferee all or a corresponding part of its rights, benefits and obligations under each of the other Operative Documents (except for rights and benefits which the documents expressly provide will be retained by the transferee) to which such Guaranteed Lender is party. (f) Any assigning or transferring Guaranteed Lender (other than Ex-Im Bank and any subsequent transferees) shall be solely responsible for all of its reasonable costs and expenses for any assignment, transfer or participation under this Section 10.6 including, without limitation, all costs in connection with any amendment to or supplement to, or registration of or re-registration of the LoanSecurity Documents and any legal fees and expenses relating thereto (or may procure that any transferee or participant pay such costs and expenses), unless such assignment or transfer was effected at the request of the Borrower or Sublessee to mitigate the imposition of any Claims.

Assignments and Participations. (a) This Agreement and the other Loan Documents shall be binding upon and inure to the benefit of each Loan Party and each Agent and each Lender and their respective successors and permitted assigns; provided, however, that none of the Loan Parties may assign or transfer any of its rights hereunder or under the other Loan Documents without the prior written consent of each Lender and any such assignment without the Lenders’ prior written consent shall be null and void. (b) Subject to the conditions set forth in clause (c) below, each Lender may sell or offer to sell the Loan or interests therein assign to one or more assignees (x) Lenders, (y) Affiliates or participants Related Funds of any Lender or (z) commercial banks, insurance companies, or finance companies, financial institutions, any fund that invests in loans or any other “accredited investor” (as defined in Regulation D of the Securities Act) (other than to a natural person or, so long as no Event of Default has occurred and is continuing pursuant to Section 9.01(a), (f) or (g), a Competitor) all or a portion of its rights and obligations under this Agreement with respect to all or a portion of its Revolving Loan Commitment, Term Loan Commitment, Revolving Loans and/or any Term Loan made by it with the written consent of (i) in the case of Term Loans, the Collateral Agent (such consent of the Collateral Agent not to be unreasonably withheld, delayed or conditioned), (ii) in the case of Revolving Loans, the Collateral Agent and the Servicing Agent (which such consent of the Collateral Agent and Servicing Agent not to be unreasonably withheld, delayed or conditioned) and (iii) so long as Specified Event of Default has occurred and is continuing, the Administrative Borrower (such consent of the Administrative Borrower not to be unreasonably withheld, delayed or conditioned); provided that the Administrative Borrower will be deemed to have consented if the Administrative Borrower has not responded within 10 Business Days of written request; provided, further, that no written consent of the Collateral Agent, the Servicing Agent or the Administrative Borrower shall be required in connection with any assignment by a Lender to an Agent or a Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, an Affiliate of an Agent or a Lender or a Related Fund of an Agent or a Lender’s Sale Right . (c) Assignments shall be subject to the following additional conditions: (i) Each such assignment shall be in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof (or the remainder of such Lender’s Commitment) (except such minimum amount shall not apply to an assignment by a Lender to (A) an Agent or a Lender, an Affiliate of an Agent or a Lender or a Related Fund of an Agent or a Lender or (B) a group of new Lenders, each of whom is an Affiliate or Related Fund of each other to the extent the aggregate amount to be assigned to all such new Lenders is at least $5,000,000 or a multiple of $1,000,000 in excess thereof); and (ii) Except as provided in the last sentence of this Section 12.07(c)(ii), the parties to each such assignment shall execute and deliver to the Administrative Agent (and the Collateral Agent and the Servicing Agent, if applicable), for its acceptance, an Assignment and Acceptance, a joinder to the Agreement Among Lenders signed by the applicable assignee(s), together with any promissory note subject to such assignment and such parties shall deliver to the Administrative Agent an IRS Form W-9 and all documentation and other information required by Governmental Authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act, along with, a processing and recordation fee of $5,000 (except the payment of such fee shall not be required in connection with an assignment by a Lender to a Lender, an Affiliate of such Lender or a Related Fund of such Lender) for the benefit of the Administrative Agent. Notwithstanding anything to the contrary contained in this Section 12.07(c)(ii), a Lender may assign any or all of its rights under the Loan Documents to an Affiliate of such Lender or a Related Fund of such Lender without delivering an Assignment and Acceptance to the Agents or to any other Person (a “Related Party Assignment”); provided, however, that (A) the Borrowers and the Administrative Agent may continue to deal solely and directly with such assigning Lender until an Assignment and Acceptance has been delivered to the Administrative Agent for recordation on the Register, (B) the Collateral Agent may continue to deal solely and directly with such assigning Lender until receipt by the Collateral Agent of a copy of the fully executed Assignment and Acceptance pursuant to Section 12.07(g), (C) the failure of such assigning Lender to deliver an Assignment and Acceptance to the Agents shall not affect the legality, validity, or binding effect of such assignment, and (D) an Assignment and Acceptance between the assigning Lender and an Affiliate of such Lender or a Related Fund of such Lender shall be effective as of the date specified in such Assignment and Acceptance and recordation on the Related Party Register referred to in the last sentence of Section 12.07(f) below; and (iii) No such assignment shall be made to (A) any Loan Party, any shareholder or other equity holder of the Administrative Borrower or any of their respective Affiliates (other than to, in each case, TCW), (B) any Defaulting Lender or any of its Affiliates, or (C) so long as no Event of Default has occurred and is continuing pursuant to Section 9.01(a), (f) or (g), any Person who, upon becoming a Lender hereunder, would constitute a Competitor. (d) Upon such execution, delivery and acceptance, from and after the date recorded in the Register, which effective date shall be at least 3 Business Days after the delivery thereof to the Administrative Agent (or such shorter period as shall be agreed to by the Administrative Agent and the parties to such assignment), (A) the assignee thereunder shall become a “Lender” hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it pursuant to such Assignment and Acceptance and (B) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto). (e) By executing and delivering an Assignment and Acceptance, the assigning Lender and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or any of its Subsidiaries or the performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (iii) so long as no Event of Default has occurred and is continuing pursuant to Section 9.01(a), (f) or (g), the assignee represents and warrants that it is not a Competitor and that it is legally authorized to enter into such Assignment and Acceptance ; (iv) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with such other documents and information it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will, independently and without reliance upon the assigning Lender, any Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents; (vi) such assignee appoints and authorizes the Agents to take such action as agents on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Agents by the terms hereof and thereof, together with such powers as are reasonably incidental hereto and thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by it as a Lender. (f) The Administrative Agent shall, acting solely for this purpose as a non- fiduciary agent of the Borrowers, maintain, or cause to be maintained at one of its offices, a copy of each Assignment and Acceptance delivered to and accepted by it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitments of, and the principal amount of the Loans (and stated interest thereon) (the “Registered Loans”) owing to each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrowers, the Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior written notice. In the case of an assignment pursuant to the last sentence of Section 12.07(c)(ii) as to which an Assignment and Acceptance is not delivered to the Administrative Agent, the assigning Lender shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain, or cause to be maintained, a register (the “Related Party Register”) comparable to the Register on behalf of the Borrowers. The Related Party Register shall be available for inspection by the Borrowers and any Lender at any reasonable time and from time to time upon reasonable prior notice. This Section 12.07(f) shall be construed so that the Loans are at all times maintained in “registered form” within the meanings of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any successor provisions). Any Revolving PIK Amount capitalized in accordance with Section 2.04(d) of this Agreement that is not fungible with the applicable Term Loan outstanding on the date of such capitalization and any Delayed Draw Term Loan that is not fungible with the applicable Term Loan outstanding on the date of the draw, in each case, for U.S. federal income tax purposes shall be tracked separately from such Term Loan on the Register. (g) Upon receipt by the Administrative Agent of a completed Assignment and Acceptance, and subject to any consent required from the Administrative Agent or the Collateral Agent pursuant to Section 12.07(b) (which consent of the Borrower, which consent shall not applicable Agent must be unreasonably withheld, conditioned, or delayed (“Borrowerevidenced by such Agent’s Sale Approval”). Notwithstanding the preceding sentence (i) by execution of this Agreementan acceptance to such Assignment and Acceptance), Borrower consents the Administrative Agent shall accept such assignment, record the information contained therein in the Register (as adjusted to reflect any principal payments on or amounts capitalized and added to the Lender’s sale of interests in the Loan to two participants at the closing principal balance of the Loan and (ii) any assignees or participants Loans and/or Commitment reductions made subsequent to the effective date of the Lender (“Lender’s Assignee”) shall not be subject applicable assignment, as confirmed in writing by the corresponding assignor and assignee in conjunction with delivery of the assignment to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge Administrative Agent) and deliver any and all instruments reasonably requested by Lender in connection therewith, and provide to the extentCollateral Agent and the Servicing Agent, if applicable, a copy of the fully executed Assignment and Acceptance. (h) A Registered Loan (and the registered note, if any, specified evidencing the same) may be assigned or sold in any whole or in part only by registration of such assignment or participationsale on the Register or the Related Party Register (and each registered note shall expressly so provide). Any assignment or sale of all or part of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by registration of such assignment or sale on the Register or the Related Party Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or participant(stransferee(s), one or more new registered notes in the same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). (i) In the event that any Lender sells participations in a Registered Loan, such Lender shall, acting for this purpose as a non-fiduciary agent on behalf of the Borrowers, maintain, or cause to be maintained, a register, on which it enters the name of all participants in the Registered Loans held by it and the principal amount (and stated interest thereon) of the portion of the Registered Loan that is the subject of the participation (the “Participant Register”). A Registered Loan (and the registered note, if any, evidencing the same) may be participated in whole or in part only by registration of such participation on the Participant Register (and each registered note shall expressly so provide). Any participation of such Registered Loan (and the registered note, if any, evidencing the same) may be effected only by the registration of such participation on the Participant Register. The Participant Register shall be available for inspection by the Administrative Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice. No Lender shall have any obligation to disclose all or any portion of the same 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. This Section shall be construed so that the Loans are at all times maintained in “registered form” within the meanings of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code and any related regulations (and any successor provisions). Any Revolving PIK Amount capitalized in accordance with Section 2.04(d) of this Agreement that is not fungible with the applicable Term Loan outstanding on the date of such capitalization and any Delayed Draw Term Loan that is not fungible with the applicable Term Loan outstanding on the date of the draw, in each case, for U.S. federal income tax purposes shall be tracked separately from such Term Loan on the Participant Register. (j) Any Foreign Lender who purchases or is assigned or participates in any portion of such Registered Loan shall comply with Section 2.09(d). (k) Each Lender may sell participations to one or more banks or other entities (other than to a natural person or, so long as no Event of Default has occurred and is continuing pursuant to Section 9.01(a), (f) or (g), a Competitor) in or to all or a portion of its rights and benefits with respect to obligations under this Agreement and the other Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder(including, without limitation, all or a portion of its Commitments, the Loans made by it); provided, that none of (i) such Lender’s obligations under this Agreement (including without limitation, its Commitments hereunder) and the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the other Loan Documents other than to a de minimis extent. shall remain unchanged; (ii) such Lender may disseminate any information it now has or hereafter obtains pertaining shall remain solely responsible to the Loan, including any security other parties hereto for the Loanperformance of such obligations, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the LoanBorrowers, provided the Agents and the other Lenders shall continue to deal solely and directly with such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loan.such Lender’s rig

Assignments and Participations. (a) Any Lender may sell may, sell, assign or offer to sell the Loan or interests therein otherwise transfer to one or more assignees (each, an "Assignee") all, or participants any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000 (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to i) with the written consent of the Borrower, Agent (which consent shall not be unreasonably withheld), conditioned(ii) without Borrower's consent if such transfer is to a Federal Reserve Bank, to an Affiliate of such Lender or delayed if an Event of Default is continuing and (“Borrower’s Sale Approval”). Notwithstanding iii) with the preceding sentence consent of Borrower (which consent shall not be unreasonably withheld) to any other Person; provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by execution such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent, and (iii) unless the assignment occurs prior to the date that is 90 days after the Closing Date, the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $2,000.00. Anything contained herein to the contrary notwithstanding, the consent of Agent shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender and no Lender shall assign or participate all or any portion of its Commitment or portion of the Obligations to a Person which it knows is a direct competitor of Borrower. (b) From and after the date that Agent notifies the assignor Lender (with a copy to Borrower) that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender 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 Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrower and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and (ii) any assignees or participants Acceptance and receipt and acknowledgment by Agent of the Lender (“Lender’s Assignee”) such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Agent shall, on behalf of Borrower, maintain a copy of each Assignment and Acceptance delivered to it and a register (the "Register") for the recordation of the names and addresses of Lenders and the commitment and the principal amount owing to each Lender from time to time under this Agreement. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrower, each Lender and the Agent shall treat each person whose name is recorded in the Register as the Lender for all purposes of this Agreement. Notwithstanding anything in the Loan Documents, to the contrary, any assignment pursuant to this Section 9.1 shall be effective only upon appropriate entries with respect thereto being made in the Register. (f) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks or financial institutions (a "Participant") participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower hereunder shall be determined as if anysuch Lender had not sold such participation, specified except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (g) In connection with any such assignment or participation or proposed assignment or participation, such assignee(s) or participant(s) shall have the same rights a Lender may, subject to Section 11.8, disclose all documents and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction may have relating to Borrower or Borrower's business. (h) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and the Loan, provided such persons shall be notified interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the confidential nature of Federal Reserve Bank or U.S. Treasury Regulation 31 CFR Section 203.14, and such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment Federal Reserve Bank may enforce such pledge or participation) of its security interest in the Loanany manner permitted under applicable law.

Assignments and Participations. (a) Except as provided in SECTION 14.1(h), any Lender may sell or offer may, with the written --------------- consent of Agent (provided that no written consent of Agent shall be required in connection with any assignment and delegation by a Lender to sell the Loan or interests therein an Eligible Transferee), assign and delegate to one or more assignees (each an "ASSIGNEE") all, or participants any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $10,000,000; provided, however, that Borrower -------- ------- and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (“Lender’s Sale Right”)i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent, and (iii) the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000. Provided no Default then exists beyond any applicable cure periodAnything contained herein to the contrary notwithstanding, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent Agent shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of such Lender. (“b) From and after the date that Agent notifies the assignor Lender (with a copy to Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance and payment of the preceding sentence above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to SECTION ------- 11.3 hereof) and be released from its obligations under this Agreement (and in ---- the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Borrower and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and (ii) any assignees or participants Acceptance and receipt and acknowledgment by Agent of the Lender (“Lender’s Assignee”) such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "PARTICIPANT") participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the "ORIGINATING LENDER") hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a -------- ------- "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums; and (v) all amounts payable by Borrower hereunder shall be determined as if anysuch Lender had not sold such participation; except that, specified if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation or proposed assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any disclose all documents and information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction may have relating to Borrower or Borrower's business. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and the Loan, provided such persons shall be notified interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the confidential nature of Federal Reserve Bank or U.S. Treasury Regulation 31 CFR 203.14, and such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment Federal Reserve Bank may enforce such pledge or participation) of its security interest in any manner permitted under applicable law. (h) Prior to the Loanoccurrence of an Event of Default, Foothill in its capacity as Lender, shall at all times maintain at least 66 2/3% of the outstanding Obligations.

Assignments and Participations. Lender may sell (a) The Bank shall have the right at any time, with the prior written consent of the Borrower, to sell, assign, transfer or offer to sell the Loan negotiate all or interests therein any part of its Working Capital Commitment to one or more assignees commercial banks, insurance companies, savings and loan associations, savings banks or participants other financial institutions, pension funds or mutual funds or other accredited investors (“Lender’s Sale Right”"Eligible Assignees"); provided that prior to receiving any confidential or other material information regarding the Borrower or the transactions contemplated by this Amended and Restated Loan Agreement, any Eligible Assignee shall have entered into a Confidentiality Agreement in form and substance satisfactory to the Borrower, provided, further, the Bank shall at all times retain at least sixty percent (60%) of the Working Capital Commitment and will retain the right to administer the Working Capital Commitment and the Loan Instruments on behalf of itself and the Eligible Assignees which acquire interests in the working capital Commitment. Provided no Default then exists beyond In the case of any applicable cure periodsale, Lender’s Sale Right assignment, transfer or negotiation of all or part of the Working Capital Commitment authorized under this Section 10, the assignee, transferee or recipient shall be subject have, to the extent of such sale, assignment, transfer or negotiation, the same rights, benefits and obligations as it would if it were a Bank hereunder, including, without limitation (i) the right to approve or disapprove actions which, in accordance with the terms hereof, require the approval of the Bank, and (ii) the obligation to fund Working Capital Loans directly to the Borrower pursuant to Section 2 hereof. (b) The Bank may sell participations in all or any part of the Working Capital Commitment to one or more Eligible Assignees with the prior written consent of the Borrower; provided that (i) the Borrower hereby consents to the sale of participation interests in the Working Capital Commitment to SunTrust Bank; (ii) any such sale shall not, without the consent of the Borrower, which consent require the Borrower to file a registration statement with the Securities and Exchange Commission or apply to qualify the Amended and Restated Working Capital Line of Credit Note under the blue sky law of any state; (iii) the holder of any such participation, other than an Affiliate of the Bank, shall not be unreasonably withheldentitled to require the Bank to take or omit to take any action hereunder, conditioned, or delayed (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence (i) by execution of this Agreement, Borrower consents subject to the Lender’s sale rights of each holder of any such participation under each and every participation agreement to which the Bank and such holder is a party; and (iv) the Bank shall at all times retain at least sixty percent (60%) of the Working Capital Commitment and will retain the right to administer the Working Capital Commitment and the Loan Instruments on behalf of itself and the Eligible Assignees which acquire interests in the Loan Working Capital Commitment. For purposes of Section 9.2 hereof, the Borrower hereby acknowledges and agrees that any sale of any participation interest in the Working Capital Commitment will give rise to two participants at the closing a direct obligation of the Loan Borrower to the participant and the participant shall be considered to be a "Bank" hereunder. (iic) Notwithstanding the foregoing provisions of this Section 10, the Bank may at any assignees time sell, assign, transfer, or participants negotiate all or any part of the Lender (“Lender’s Assignee”) Working Capital Commitment to any Affiliate of the Bank; provided that an Affiliate to whom such disposition has been made shall not be subject to the Borrower’s Sale Approval. If considered a "Bank" for purposes of this Amended and Restated Loan Agreement other than for purposes of Section 9.2 hereof, provided further that the Borrower shall executenot incur any additional expenses solely as a result of such sale, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewithassignment, and to transfer or negotiation. (d) The Bank shall not, as between the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the LoanBank, provided such persons shall be notified relieved of any of its obligations hereunder as a result of any granting of participations in all or any part of the confidential nature of such informationWorking Capital Commitment. The Bank shall, as between the Borrower shall not and the Bank, be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) relieved of its interest obligations hereunder as a result of any sale, assignment, transfer or negotiation of all or any part of the Working Capital Commitment made in the Loanaccordance with Section 10(a) hereof.

Assignments and Participations. (a) Any Lender (an “Assignor”) may sell assign or offer to sell transfer all or part of its rights in respect of the Loan and the Loan Documents to, and may have its corresponding obligations in respect thereof assumed by, any other Person (an “Assignee”) at such times and upon such terms as it may deem fit, provided that: (i) if the Assignee is an Eligible Transferee or interests therein (ii) upon the occurrence of a Default or Event of Default that is continuing, in each case, no consent of the Borrower shall be required; (ii) if the Assignee is not an Eligible Transferee, at any time prior to one the occurrence of a Default or more assignees or participants Event of Default that is continuing, the Borrower shall have provided its written consent to such assignment (which consent may not be unreasonably withheld), provided that if the Borrower fails to respond within ten (10) Business Days of the Borrower’s receipt of a request for such consent, the Borrower’s consent shall be deemed to have been provided; (iii) in all cases, the Assignor, the Assignee and the Borrower (if the consent of the Borrower is required) shall enter into an assignment and assumption agreement (the “Lender’s Sale RightAssignment and Acceptance”). Provided no Default then exists beyond , substantially in the form of Exhibit A-1, or otherwise in form and substance satisfactory to the Agent, the Assignor and the Borrower (if the consent of the Borrower is required), whereby, inter alia, the Assignee agrees to be bound by this Agreement and all Loan Documents relating to the obligations of the Lenders in the place and stead of the Assignor to the extent that the rights and obligations of the Assignor have been assigned to and assumed by the Assignee, and shall deliver a copy of the Assignment and Acceptance so executed to the Agent; (iv) in all cases, the Assignor shall pay a processing fee of [Redacted: Fee Amount] to the Agent, except in the case of an assignment by a Lender to an Affiliate or any applicable cure periodother Lender; (v) in all cases, Lender’s Sale Right upon execution of the Assignment and Acceptance by the Assignor, the Assignee, the Agent and (if the consent of the Borrower is required) the Borrower, the assignment or transfer to the Assignee shall be effective upon the date provided in the Assignment and Acceptance, and the Assignee shall thereafter be and be treated as a Lender for all purposes of this Agreement and the other Loan Documents and shall be entitled to the full benefit hereof and thereof to the extent of such benefits as are transferred to it by the Assignor and subject to the obligations of the Assignor to the same extent as if the Assignee were an original party in respect of the rights and obligations transferred to and assumed by it, and the Assignor in respect of such assignment shall be released and discharged accordingly, other than in respect of claims of the Borrower against the Assignor relating to events or circumstances arising prior to such assignment. (b) Any Lender (a “Grantor”) may grant participations in all or part of its rights and obligations in respect of its Commitment and the Loan Documents to any other Person (a “Participant”), at such times and upon such terms as it may deem fit, without any obligation to obtain any consent of the Borrower, which consent provided in each case that: (i) the Grantor shall remain fully liable for all of its obligations and responsibilities hereunder to the same extent as if such participation had not be unreasonably withheld, conditionedbeen granted; and (ii) the Grantor shall administer the participation of the Participant and neither the Participant nor the Borrower shall have any rights against or obligations to, or delayed deal directly with, each other in respect of the participation of the Participant. (c) The Borrower and each of the Lenders hereby consent to each and every assignment or transfer which may be made on or after the date hereof in accordance with the terms of this Section 13.1 and to the release and discharge of every Assignor provided for in clause (iv) thereof. (d) The Borrower hereby consents to the disclosure of any Confidential Information to any potential Lender or Participant, provided that the potential Lender or Participant agrees in writing to keep the Information confidential as required pursuant to Section 17.9 hereof and to return or destroy such Information if it does not become a Lender or a Participant. (e) The Agent will maintain at its address referred to herein a copy of each Assignment and Acceptance delivered to and acknowledged by it and a register for recording the names and addresses of the Lenders and each Lender’s Pro Rata Share of the outstanding Borrowings from time to time (the “Borrower’s Sale ApprovalParticipant Register”). Notwithstanding The entries in the preceding sentence (i) by execution Register will be conclusive and binding for all purposes, absent manifest error. The Borrower, the Agent and each of the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement, and need not recognize any Person as a Lender unless it is recorded in the Register as a Lender. The Register will be available for inspection by the Borrower consents or any Lender at any reasonable time and from time to time upon reasonable prior notice. (f) Notwithstanding anything to the Lender’s sale of interests contrary herein or in any other Loan Document, no Assignee or Participant shall be entitled to receive any greater payment under Section 2.13 or 16 than the applicable Assignor or, in the Loan to two participants at the closing case of the Loan and (ii) any assignees or participants of a Participant, the Lender (“Lender’s Assignee”) shall not be subject granting the participation would have been entitled to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any receive had no such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none grant of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loanparticipation occurred.

Assignments and Participations. Lender may sell or offer to sell the Loan Loans, or either of them, or interests therein to one or more assignees or participants (“Lender’s Sale Right”). Provided participants; provided that, so long as no Event of Default then exists beyond has occurred and is continuing, any applicable cure period, Lender’s Sale Right such sale or assignment shall be subject to the Borrower's reasonable consent thereto, but provided further that (a) if Borrower does not provide a written response to Lender within ten (10) days of the Borrower's receipt of Lender's written request, which Borrower shall be deemed to have consented to such sale, assignment, or participation and (b) Borrower's consent shall not be unreasonably withheld, conditioned, required in connection with a sale or delayed (“Borrower’s Sale Approval”). Notwithstanding assignment in connection with a merger or sale of all or substantially all of the preceding sentence (i) by execution assets of this Agreement, Borrower consents to Lender or a sale of all or substantially all of the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and (ii) any assignees or participants of the Lender (“Lender’s Assignee”) shall not be subject to the Borrower’s Sale Approval's correspondent banking / bank holding company loans. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the applicable Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the LoanLoans, or either of them, including any security for the LoanLoans, or either of them, Borrower, Bank, any credit or other information on the Property (including environmental reports and assessments), BorrowerSubsidiary, any of Borrower’s principals ’s, Bank’s, or any Guarantorother Subsidiary’s principals, or any guarantor, if any, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower Lender and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for or to any Costs incurred by Lender other party as necessary or appropriate in connection with any transfer (via assignment or participation) of its interest in the LoanLender’s reasonable judgment.

Assignments and Participations. Lender (a) None of Guarantor, Seller or any of their respective Affiliates shall sell, assign or transfer any of their respective rights or the Repurchase Obligations or delegate any of their respective duties under this Agreement or any other Repurchase Document without the prior written consent of Buyer, and any attempt to do so without such consent shall be null and void. (b) Buyer may at any time, without the consent of Seller, Guarantor or any of their respective Affiliates, sell participations to any Person other than a natural person, Seller, Guarantor or offer any of their respective Affiliates or, at all times prior to the occurrence and during the continuance of a Default or an Event of Default, a Prohibited Transferee (a “Participant”), in all or any portion of Buyer’s rights and/or obligations under the Repurchase Documents; provided that, at all times prior to the occurrence and continuance of a Default or an Event of Default (i) W▇▇▇▇ Fargo Bank, National Association will remain the sole agent under this Agreement and will retain administrative responsibility and continue to control all Buyer decisions under the Agreement, (ii) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (iii) W▇▇▇▇ Fargo Bank, National Association shall remain solely responsible to Seller for the performance of such obligations, (iv) Seller shall continue to deal solely and directly with W▇▇▇▇ Fargo Bank, National Association in connection with Buyer’s rights and obligations under the Repurchase Documents, and (v) each Participant agrees to be bound by the confidentiality provisions set forth in Section 18.10; provided, that, so long as no Event of Default has occurred and is continuing, Buyer shall retain full decision-making authority under the Repurchase Documents. No Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the extent that the Repurchase Price or Price Differential of any Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Article 12 (subject to the requirements and limitations therein, including the requirements under Section 12.06(e) (it being understood that the documentation required under Section 12.06(e) shall be delivered to the participating Buyer)) and Article 13 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c), provided that such Participant shall not be entitled to receive any greater payment under Section 12.04 or Section 12.06 than its participating Buyer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any change in any Requirements of Law or in the interpretation or application thereof by a Governmental Authority or compliance by Buyer or such Participant with a request or directive (whether or not having the force of law) from a central bank or other Governmental Authority having jurisdiction over Buyer or such Participant, in each case made or issued after the Participant acquired the applicable participation. To the extent permitted by Requirements of Law, each Participant shall also be entitled to the benefits of Sections 10.02(i) and 18.17 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.08(c). (c) Buyer may at any time, without the consent of Seller, Pledgor or Guarantor, but upon notice to Seller, sell and assign to any Eligible Assignee (or, notwithstanding any other provision herein or in any other Repurchase Document, if an Event of Default has occurred and is continuing, to any Person, without any other restriction), all or any portion of all of the Loan rights and obligations of Buyer under the Repurchase Documents; provided that, at all times prior to the occurrence and continuance of a Default or interests therein an Event of Default (i) W▇▇▇▇ Fargo Bank, National Association will remain the sole agent under this Agreement and will retain administrative responsibility and continue to one or more assignees or participants control all Buyer decisions under the Agreement, (ii) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (iii) W▇▇▇▇ Fargo Bank, National Association shall remain solely responsible to Seller for the performance of such obligations, and (iv) Seller shall continue to deal solely and directly with W▇▇▇▇ Fargo Bank, National Association in connection with Buyer’s rights and obligations under the Repurchase Documents. Each such assignment shall be made pursuant to an Assignment and Acceptance substantially in the form of Exhibit F (an “Lender’s Sale RightAssignment and Acceptance”). Provided no Default then exists beyond any applicable cure periodFrom and after the effective date of such Assignment and Acceptance, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld, conditioned, or delayed (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence (i) by execution of this Agreementsuch Eligible Assignee shall be a Party and, Borrower consents to the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and (ii) any assignees or participants of the Lender (“Lender’s Assignee”) shall not be subject to the Borrower’s Sale Approval. If the Borrower shall executeextent provided therein, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits obligations of Buyer under the Repurchase Documents with respect to the Loan percentage and amount of the Repurchase Price allocated to it, (ii) Buyer shall, to the extent provided therein, be released from such obligations (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Buyer’s rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice thereof (including identification of the Eligible Assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 18.08(c) shall be treated for purposes of the Repurchase Documents as a sale by such Person(sBuyer of a participation in such rights and obligations in accordance with Section 18.08(b). (d) would have if Seller shall cooperate with Buyer, at Buyer’s sole cost and expense, in connection with any such Person(s) were Lender hereundersale and assignment of participations, syndications or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall decrease change any economic or other material term of the Repurchase Documents in a manner adverse to Seller without the consent of Seller. (e) Subject to the assignment restrictions set forth in this Section 18.08, Buyer shall have the right to partially or completely syndicate any or all of its rights or increase under this Agreement and the other Repurchase Documents to any Eligible Assignee. (f) Buyer, acting solely for this purpose as a non-fiduciary agent of Seller, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of the Eligible Assignees that become Parties hereto and, with respect to each such Eligible Assignee, the aggregate assigned Purchase Price and applicable Price Differential (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer for all purposes of this Agreement. The Register shall be available for inspection by the Parties at any reasonable time and from time to time upon reasonable prior notice. (g) If Buyer sells a participation of its rights hereunder, it shall, acting solely for this purpose as a non-fiduciary agent of Seller, maintain a register on which it enters the name and address of each Participant and, with respect to each such Participant, the aggregate participated Purchase Price and applicable Price Differential, and any other interest in any obligations of Borrower or Guarantor under the Loan Repurchase Documents other than (the “Participant Register”); provided that no Party 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 de minimis extent. Lender may disseminate Participant’s interest in any information it now has or hereafter obtains pertaining to the Loan, including obligations under any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisorsRepurchase Document) to any swap or derivative transaction relating Person except to Borrower the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Loan, provided such persons participating Party shall be notified treat each Person whose name is recorded in the Participant Register as the owner of the confidential nature applicable participation for all purposes of such information. Borrower this Agreement notwithstanding any notice to the contrary. (h) Buyer shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment assign its rights or participation) of its interest create participations or similar ownership interests in the LoanRepurchase Documents in a manner that would cause Seller or any portion of Seller to be a “taxable mortgage pool” for U.S. federal income tax purposes.

Assignments and Participations. (a) Any Lender may sell or offer to sell the Loan or interests therein may, upon Agent and Swingline Lender’s written consent, assign and delegate to one or more assignees (each an “Assignee”) that are Eligible Transferees all or participants any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (“Lender’s Sale Right”). Provided no Default then exists beyond unless waived by Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any applicable cure periodLender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, Lender’s Sale Right shall be subject each of whom is an Affiliate of each other or a fund or account managed by any such new Lender or an Affiliate of such new Lender to the consent extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the BorrowerAssignee, which consent have been given to Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 14.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be unreasonably withheldrequired and the Assignee need not be an Eligible Transferee if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender. (“b) From and after the date that Agent notifies the assigning Lender (with a copy to Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance and, if applicable, payment of the preceding sentence required processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation among Borrower, the assigning Lender, and the Assignee; provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, Borrower consents to the including such assigning Lender’s sale obligations under Section 16 and Section 17.7(a) of interests this Agreement. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan to two participants at the closing of the Loan and Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any assignees of its obligations under this Agreement or participants any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the Lender obligations which by the terms of this Agreement are required to be performed by it as a Lender. (“Lenderd) Immediately upon Agent’s Assignee”) shall not be subject receipt of the required processing fee, if applicable, and delivery of notice to the Borrower’s Sale Approval. If the Borrower assigning Lender pursuant to Section 14.1(b), this Agreement shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “Participant”) participating interests in all or any portion of its Obligations, its Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower hereunder shall be determined as if anysuch Lender had not sold such participation, specified except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by Lenders among themselves. (f) In connection with any such assignment or participation or proposed assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect a Lender may, subject to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; providedprovisions of Section 17.7, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any disclose all documents and information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction may have relating to Borrower and the Loanits and its Subsidiaries and their respective business. (g) Any other provision in this Agreement notwithstanding, provided such persons shall be notified any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the confidential nature of Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment Federal Reserve Bank may enforce such pledge or participation) of its security interest in any manner permitted under applicable law. (h) Agent may, and Borrower hereby expressly authorizes Agent, to provide the LoanCompetitor List from time to time to each Lender requesting the same.

Assignments and Participations. Lender (a) Any Creditor may sell or offer to sell assign, and if requested by the Loan or interests therein to Borrower under Clause Fourteen, letter (f) shall, at any moment, assign one or more assignees several Eligible Assignee, all or participants a part of its Loan and rights and obligations said Creditor, in accordance with this Agreement for a minimum amount of $60,000,000.00 (“Lender’s Sale Right”sixty million Mexican Pesos 00/100). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to with the written consent of the Borrower, which consent shall not be unreasonably withheldconditioned or denied without justified reason and in the case that an Event of Default has occurred and be continuing, conditionedsaid consent of the Borrower will not be required (provided that, or delayed (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence also, (i) by execution any obligation that results in the payment of additional costs in accordance with Clauses Ninth, letter (b)(i) or Fourteen of this Agreementagreement starting on the date that said assignment occurs, it would justify the Borrower consents to the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and deny such consent, (ii) any assignees or participants except for the case that an assigning Creditor does not comply with letter (c) below, the consent of the Lender Borrower will not be considered as granted unless the Borrower replies in writing any request of consent within the five Business Days following the receipt of said request, and (“Lender’s Assignee”iii) shall not with respect to the Eligible Assignees described in section (vi) of the definition of ‘‘Eligible Assignees’’, any assignment to any of the Eligible Assignees will be subject to the absolute discretion of the Borrower’s Sale Approval. If ) and with the confirmation of the Administrative Agent with respect of the payment of the management commission referred to in section (D)(3) below; provided that, the consent in writing of the Borrower shall executein the assignments made by any Creditor to its Affiliates and /or Subsidiaries will not be required as long as the Borrower is not obliged to pay additional amounts in accordance with Clauses Ninth, acknowledge letter (b)(i) and deliver Fourteen whose payment would not be required if it was not for said assignment) (each a ‘‘Assignee’’, however, (A) if an Event of Default occurred and is continued at the moment of the assignment, any Creditor may assign to any third party the proportional part of the Loan that corresponds to it in accordance to its Commitment: (B) after any assignment, the established dispositions in Clause Twenty Four will come into effect in benefit of the assigning Creditor to the extent that it is related with events, circumstances, claims, costs, expenses or responsibilities that emerged before said assignment; (C) in the case of an assignment to an entity described in section (vi) of the definition ‘‘Eligible Assignee’’, the Creditor in question will provide the Borrower with information and all instruments reasonably documents relative to the proposed assignee as requested by Lender in connection therewith, the Borrower; and to (D) the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the LoanAdministrative Agent may continue negotiating only with said Borrower in what respects to the assigned rights and obligations to the Assignee and the assignment will not be effective until: (1) the assigning Creditor and its Assignee deliver to the Borrower and the Administrative Agent a notice in writing informing them of said assignment, provided such persons shall together with the payment instructions, addresses and information related to the Assignee; (2) the assigning Borrower and its Assignee have delivered to the Borrower and the Administrative Agent an Assignment and Acceptance in the format of Exhibit ‘‘10’’ (‘‘Assignment and Acceptance’’): (3) the assigning Creditor or the Assignee has paid to the Administrative Agent a management commission for the amount of USD$3,500.00 (three thousand five hundred American dollars 00/100) (said management commission will be notified payable in all assignments, including without limitation, the assignment of a Creditor to another Creditor); and (4) except if an Event of Default occurs and it is continued, that the Assignee has delivered to the Borrower, in case it is applicable, copy of the confidential nature tax residency certificate that shows the residency of such information. Borrower shall not be responsible for any Costs incurred the Assignee, as stipulated above. (b) Starting on the date that the Administrative Agent notifies the assigning Creditor that has received an Assignment and Acceptance signed by Lender in connection with any transfer (via assignment or participation) of its interest in all parties thereof, as it corresponds, as well as the Loan.payment

Assignments and Participations. (a) Any Lender may sell may, with the written consent of Agent and, so long as no Event of Default has occurred and is continuing, upon 5 Business Days’ notice to and with the written consent of Administrative Borrower (not to be unreasonably withheld) (provided that no written consent of Agent or offer Borrowers shall be required in connection with any assignment and delegation by a Lender to sell the Loan or interests therein an Eligible Transferee), assign and delegate to one or more assignees (each an “Assignee”) all, or participants any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (“Lenderi) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent, and (iii) the assignor Lender or Assignee has paid to Agent for Agent’s Sale Right”). Provided no Default then exists beyond separate account a processing fee in the amount of $5,000 and (iv) such Assignee has delivered any applicable cure perioddocumentation relating to exemption from withholding taxes provided for in Section 16.11. Anything contained herein to the contrary notwithstanding, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent Agent or Borrowers shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of such Lender. (“b) From and after the date that Agent notifies the assignor Lender (with a copy to Administrative Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance and payment of the preceding sentence above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Borrowers and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by Borrowers of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee’s making its processing fee payment under the Assignment and (ii) any assignees or participants Acceptance and receipt and acknowledgment by Agent of the Lender (“Lender’s Assignee”) such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a “Participant”) participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums; and (v) all amounts payable by Borrowers hereunder shall be determined as if anysuch Lender had not sold such participation. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, specified Agent, Borrowers, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. The provisions of this Section 14.1(e) are solely for the benefit of the Lender Group, and no Borrower shall have any rights as third party of any such provisions. (f) In connection with any such assignment or participation, such assignee(s) participation or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via proposed assignment or participation, a Lender may disclose all documents and information which it now or hereafter may have relating to Borrowers or Borrowers’ business. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the LoanFederal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments and Participations. (a) Any Lender may sell or offer may, with the written consent of Agent (provided that no written consent of Agent shall be required in connection with any assignment and delegation by a Lender to sell the Loan or interests therein an Eligible Transferee), assign and delegate to one or more assignees (each an "ASSIGNEE") all, or participants any ratable part of all, of the Obligations, the Revolver Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; PROVIDED, HOWEVER, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (“i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent, and (iii) the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, (A) Agent agrees for the sole benefit of Borrower that, so long as no Event of Default has occurred and is continuing, Agent, in its capacity as a Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to retain a Revolver Commitment of not less than the lesser of (1) 50.1% of the Revolver Commitments, or (2) $20,000,001, and (B) the consent of the Borrower, which consent Agent and Borrower shall not be unreasonably withheldrequired, conditionedthe payment of any fees shall not be required, and, in the case of Agent, in its capacity as a Lender, the foregoing minimum retained Revolver Commitment shall not be applicable, if such assignment is in connection with any merger, consolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of a Lender. (“b) From and after the date that Agent notifies the assignor Lender (with a copy to Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance and payment of the preceding sentence above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to SECTION 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Borrower and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and (ii) any assignees or participants Acceptance and receipt and acknowledgment by Agent of the Lender (“Lender’s Assignee”) such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, if anybut only to the extent, specified necessary to reflect the addition of the Assignee and the resulting adjustment of the Revolver Commitments arising therefrom. The Revolver Commitment allocated to each Assignee shall reduce such Revolver Commitments of the assigning Lender PRO TANTO. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "PARTICIPANT") participating interests in any such assignment or participationits Obligations, such assignee(s) or participant(s) shall have the same Revolver Commitment, and the other rights and benefits with respect to interests of that Lender (the "ORIGINATING LENDER") hereunder and under the other Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, (provided that none no written consent of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons Agent shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender required in connection with any transfer sale of any such participating interests by a Lender to an Eligible Transferee); PROVIDED, HOWEVER, that (via assignment or participationi) of its interest in the Loan.Originating Lender shall remain a

Assignments and Participations. Lender may sell or offer The Lenders will be permitted to sell assign loans and commitments under the Loan or interests therein to one or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to Senior Facility with the consent of the BorrowerBorrower (not to be unreasonably withheld or delayed and as to which, which in the case of any term loan credit facility, the Borrower will be deemed to have consented 10 business days after any request for consent if the Borrower has not otherwise responded by such date); provided that such consent of the Borrower shall not be unreasonably withheld, conditioned, or delayed (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence required (i) (A) if such assignment of a term loan is made to another Lender or an affiliate or approved fund of a Lender or (B) if such assignment of the Revolving Facility is made to another Lender under the Revolving Facility or an affiliate or approved fund of a Lender under the Revolving Facility or (ii) after the occurrence and during the continuance of an event of default relating to payment default or bankruptcy. All assignments will also require the consent of the Agent (subject to exceptions consistent with the Documentation Precedent), the Swingline Lender and the Issuing Bank, not to be unreasonably withheld or delayed. Each assignment will be in an amount of an integral multiple of not less than $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Agent will receive a processing and recordation fee of $3,500, payable by execution of this Agreementthe assignor and/or the assignee, Borrower consents with each assignment. The Lenders will be permitted to sell participations in loans and commitments subject to the Lender’s sale of interests restrictions set forth herein, in the Loan Commitment Letter and consistent with the Documentation Precedent. Voting rights of participants (i) shall be limited to two participants at the closing matters in respect of (a) increases in commitments of such participant, (b) reductions of principal, interest or fees payable to such participant, (c) extensions of final maturity or interest or fee payment dates, scheduled amortization of the Loan loans or commitments in which such participant participates and (d) releases of all or substantially all of the value of the Guarantees, or all or substantially all of the Collateral and (ii) any assignees for clarification purposes, shall not include the right to vote on waivers of defaults or participants events of default. Notwithstanding the foregoing, assignments (and, to the extent the Disqualified Lender (“Lender’s Assignee”list is made available to all Lenders, participations) shall not be permitted to Disqualified Lenders (the list of which, with respect to bona fide competitors of the Borrower identified by the Borrower, may be updated from time to time after the Closing Date with the consent of the Agent and will remain on file with the Agent and not subject to further disclosure); provided that the Borrower’s Sale Approval. If foregoing shall not apply retroactively to disqualify any parties that have previously acquired an assignment or participation interest in the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and Revolving Facility to the extent, if any, specified in any extent such party was not a Disqualified Lender at the time of the applicable assignment or participation, such assignee(s) or participant(s) shall have as the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereundercase may be; provided, further, that none of the foregoing Agent shall decrease any rights have no duties or increase any obligations of Borrower responsibilities for monitoring or Guarantor under the Loan Documents other than enforcing prohibitions on assignment or participation to a de minimis extentDisqualified Lenders or Affiliated Lenders. Any assigning Lender may disseminate any information it now has or hereafter obtains pertaining to the Loanshall, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) potential assignment, provide to the Borrower a copy of its interest request (including the name of the prospective assignee) concurrently with its delivery of the same request to the Agent irrespective of whether or not an event of default relating to payment default or bankruptcy has occurred and is continuing. No assignments of loans or commitments in respect of the LoanRevolving Facility to the Sponsor or any of its affiliates (including Holdings and its subsidiaries) shall be permitted. Assignments shall not be deemed non-pro rata payments. Non-pro rata prepayments will be permitted to the extent required to permit “extension” transactions and “replacement” facility transactions (with existing and/or new Lenders), subject to customary restrictions for affiliates of the Sponsor.

Assignments and Participations. (a) Any Lender may sell or offer to sell may, with the Loan or interests therein written consent of Agent, assign and delegate to one or more assignees or participants (“Lender’s Sale Right”). Provided provided that no Default then exists beyond any applicable cure period, Lender’s Sale Right written consent of Agent shall be subject required in connection with any assignment and delegation by a Lender to an Eligible Transferee) (each an "Assignee") all, or any part (but if in part, a ratable portion of its Revolving/Term Commitment and Bridge Commitment), of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum -83- 84 amount of $5,000,000; PROVIDED, HOWEVER, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to Borrower and Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to Borrower and Agent an Assignment and Acceptance ("Assignment and Acceptance") in form and substance satisfactory to Agent; and (iii) the assignor Lender or Assignee has paid to Agent for Agent's sole and separate account a processing fee in the amount of $5,000. Anything contained herein to the contrary notwithstanding, the consent of the Borrower, which consent Agent shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of such Lender. (“Borrower’s Sale Approval”). Notwithstanding b) From and after the preceding sentence date that Agent notifies the assignor Lender that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to SECTION 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrower and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto; (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto; (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance; (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement; (5) such Assignee appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to Agent by the terms hereof, together with such powers as are reasonably incidental thereto; and (6) such Assignee agrees that it will perform in accordance with their terms all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and (ii) any assignees or participants of the Lender (“Lender’s Assignee”) Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender PRO TANTO. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "Participant") participating interests in the Obligations, the Commitment, and the other rights and interests of that Lender (the "originating Lender") hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); PROVIDED, HOWEVER, that (i) the originating Lender's obligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower and Agent shall continue to deal solely and directly with the originating Lender in connection with the originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the sole and exclusive right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating; (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating; (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating; (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender; or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums; and (v) all amounts payable by Borrower hereunder shall be determined as if anysuch Lender had not sold such participation; except that, specified if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant shall only be derivative through the originating Lender with whom such Participant participates, and no Participant shall have any direct rights as to the other Lenders, Agent, Borrower, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation or proposed assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any disclose all documents and information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction may have relating to Borrower or Borrower's business. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and the Loan, provided such persons shall be notified interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the confidential nature of Federal Reserve Bank or U.S. Treasury Regulation 31 CFR ss.203.14, and such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment Federal Reserve Bank may enforce such pledge or participation) of its security interest in the Loanany manner permitted under applicable law.

Assignments and Participations. (a) Any Lender may sell may, with the written consent of Agent (provided that no written consent of Agent shall be required in connection with any assignment and delegation by a Lender to an Eligible Transferee) and no notice to Agent shall be required in connection with any assignment and delegation by a Lender, to an Affiliate of a Lender, or offer to sell the Loan fund or interests therein account managed by a Lender, assign and delegate to one or more assignees (each an "ASSIGNEE") all, or participants any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Post-Petition Loan Documents, in a minimum amount of $5,000,000; except that such minimum amount shall not apply to an Affiliate of a Lender or a fund or account managed by a Lender; provided, HOWEVER, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (“Lender’s Sale Right”)i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent, and (iii) the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000. Provided no Default then exists beyond any applicable cure periodAnything contained herein to the contrary notwithstanding, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent Agent shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of such Lender or the assignee is an Affiliate (“other than individuals) of, or a fund, money market account, investment account or other account managed by a Lender or an Affiliate of a Lender. (b) From and after the date that Agent notifies the assignor Lender (with a copy to Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance and payment of the preceding sentence above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Post- Petition Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Post-Petition Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to SECTION 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Post-Petition Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Borrower and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Post-Petition Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Loan Parties or the performance or observance by Borrower of any of its obligations under this Agreement or any other Post-Petition Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and (ii) any assignees or participants Acceptance and receipt and acknowledgment by Agent of the Lender (“Lender’s Assignee”) such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender PRO TANTO. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "PARTICIPANT") participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the "ORIGINATING LENDER") hereunder and under the other Post-Petition Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); PROVIDED, HOWEVER, that (i) the Originating Lender shall remain a "Lender" for all purposes of this Agreement and the other Post-Petition Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Post-Petition Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Post-Petition Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Post-Petition Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Post-Petition Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by any Loan Party hereunder shall be determined as if anysuch Lender had not sold such participation, specified except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Post-Petition Loan Documents or any direct rights as to the other Lenders, Agent, the Loan Parties, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. The provisions of this SECTION 14.1(E) are solely for the benefit of Lender Group, and none of the Loan Parties shall have any rights as a third party beneficiary of any such provisions. (f) In connection with any such assignment or participation or proposed assignment or participation, such assignee(s) a Lender may disclose all documents and information which it now or participant(s) shall hereafter may have the same rights and benefits with respect relating to the Loan Documents as such Person(sParties or their businesses. (g) would have if such Person(sAny other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement (i) were Lender hereunder; provided, that none in favor of any Federal Reserve Bank in accordance with Regulation A of the foregoing Federal Reserve Bank or U.S. Treasury Regulation 31 CFR Section 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law or (ii) in favor of any other Person, provided that no such pledge or security interest shall decrease release such Lender from its obligations hereunder or substitute any rights such pledgee or increase any obligations secured party as a party hereto. (h) The Agent, acting for this purpose as an agent of Borrower or Guarantor under the Loan Documents other than Parties shall maintain at the address set forth in SECTION 12 a copy of each Assignment and Acceptance delivered to it and a de minimis extent. register for the recordation of the names and addresses of Lenders, and the commitment of, and certain of the Obligations owing to, each Lender may disseminate any information it now has or hereafter obtains pertaining pursuant to the Loanterms hereof from time to time (the "REGISTER"). The entries in the Register shall be conclusive, including and Borrowers, Agent and Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice of the contrary In the event that any security for Lender sells participations in any Obligations, such Lender shall maintain a register on which it enters the Loanname of all participants in such Obligations held by it (the "PARTICIPANT Register"). Any Obligation (and the registered note, any credit if any, evidencing the same) may be participated in whole or other information in part only by registration of such participation on the Property Participant Register (including environmental reports and assessmentseach registered note shall expressly so provide), Borrower, any . Any participation of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty such Obligations (or its advisors) to any swap or derivative transaction relating to Borrower and the Loanregistered note, provided if any, evidencing the same) may be effected only by the registration of such persons participation on the Participant Register. (i) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, payment of the processing and recordation fee and any required written consent to such assignment, Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be notified effective for purposes of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest this Agreement unless it has been recorded in the LoanRegister as provided in this paragraph.

Assignments and Participations. With the consent of Administrative Entity (which consent of Administrative Entity shall not be (x) required for an assignment to a Lender or an Affiliate of a Lender, or, if an Event of Default has occurred and is continuing, or (y) other than with respect to Direct Competitors, unreasonably withheld, conditioned or delayed), any Lender may sell or offer to sell the Loan or interests therein assign and delegate to one or more assignees (each an “Assignee”) that are Eligible Transferees all, or participants any ratable part of all, of the Obligations, the Revolver Commitments, the Loans and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000 (or the remaining amount of any Lender’s Revolver Commitment or amount of Loans, if less); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information including any documentation required pursuant to Section 2.23(e), (f) and (g) with respect to the Assignee, have been given to Administrative Entity and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Administrative Entity and Agent an Assignment and Acceptance, fully executed and delivered by each party thereto, and (iii) the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required and the Assignee need not be an Eligible Transferee and the consent of Administrative Entity shall not be required if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender. From and after the date that Agent notifies the assigning Lender (with a copy to Borrower) that it has received an executed Assignment and Acceptance satisfying clause (a) above and payment of the above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender 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 Acceptance, relinquish its rights (except with respect to Section 8.2 hereof) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrower and the Assignee; provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning Lender’s obligations under Section 8.2(b) of this Agreement relating to any period prior to the effectiveness of such assignment. Immediately upon Agent’s receipt of the required processing fee payment and the fully executed Assignment and Acceptance satisfying clause (a) above, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Revolver Commitments or the Loans arising therefrom. The Revolver Commitment and the Loans allocated to each Assignee shall reduce such Revolver Commitments or Loans of the assigning Lender pro tanto. Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender and who are not Direct Competitors (a “Participant”) participating interests in its Obligations, its Loans, the Revolver Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a “Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Loans, the Revolver Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s Sale Right obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower hereunder shall be subject determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the consent same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, its Subsidiaries, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. Each Originating Lender shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which consent shall not be unreasonably withheld, conditioned, it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Revolver Commitments or delayed other obligations under the Loan Documents (the “Borrower’s Sale ApprovalParticipant Register”). Notwithstanding ; provided that no Lender shall have any obligation to disclose all or any portion of the preceding sentence Participant Register (iincluding 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) by execution of this Agreement, Borrower consents to any Person except to the Lender’s sale of interests extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in the Loan to two participants at the closing registered form under Section 5f.103-1(c) of the Loan and (ii) any assignees or participants of the Lender (“Lender’s Assignee”) shall not be subject to the Borrower’s Sale ApprovalUnited States Treasury Regulations. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in In connection therewith, and to the extent, if any, specified in with any such assignment or participation or proposed assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect a Lender may, subject to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; providedprovisions of Section 11.11, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any disclose all documents and information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction may have relating to Borrower and the Loanits Subsidiaries and their respective businesses. Any other provision in this Agreement notwithstanding, provided such persons shall be notified any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the confidential nature of Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24 or any other central bank having jurisdiction over such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment Lender, and such Federal Reserve Bank or participation) of its other central bank may enforce such pledge or security interest in the Loanany manner permitted under applicable law.

Assignments and Participations. Lender may Each Bank may, at its own cost, make assignments of or sell participations in all or offer to sell any part of its Commitment and the Loan or interests therein to one or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure periodLoans made by it, Lender’s Sale Right shall be subject to the consent of the BorrowerBorrower and the Agent with respect to any assignee, which such consent shall not to be unreasonably withheld, conditioned, or delayed (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence and provided that (i) by execution of this Agreement, Borrower consents assignments shall be made only to the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and Qualified Banks; (ii) any assignees or participants assignments of the Lender (“Lender’s Assignee”) shall Facility A Commitments may not be made in amounts less than $5,000,000 and assignments of Facility A Commitments and Facility B Loans must be in integral multiples of $1,000,000; (iii) no Bank which is a party hereunder may reduce its Facility A Commitment to an amount less than the greater of (A) $10,000,000; or (B) 50% of its initial Facility A Commitment or reduce its Facility B Loans to an amount less than 50% of the principal amount thereof which such Bank loaned to Borrower on the Borrowing Date thereof; (iv) if a Bank assigns less than 100% of its Facility A Commitment it shall assign a proportion of its outstanding Facility A Term Loans and its outstanding Revolving Credit Loans which, in each instance, equals the proportion of its Commitment which it is assigning and (v) no assignment shall: (1) cause the total amount of any Bank's share of any Borrowing Tranche of Facility B Loans to exceed 30% of the total amount of such Borrowing Tranche; or (2) cause the amount of any Borrowing Tranche of Facility B Loans held by Facility B Banks which are not also Facility A Banks to exceed 66-2/3% of the total amount of Facility B Loans held by all of the Facility A Banks. In the case of an assignment, upon receipt by the Agent of the Assignment and Assumption Agreement, the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it had been a signatory Facility A Bank or Facility B Bank hereunder, as the case may be, the Commitments and the appropriate Ratable Shares, Revolving Credit Ratable Shares and Facility A Ratable Shares shall be adjusted accordingly, and upon surrender of any Facility A Note or Facility B Note subject to the Borrower’s Sale Approval. If such assignment, the Borrower shall execute, acknowledge execute and deliver any and all instruments reasonably requested by Lender in connection therewitha new Facility A Note or Facility B Note, and as the case may be, to the extentassignee in an amount equal to the amount of the Facility A Commitment or Facility B Commitment assumed by it and new Notes to the assigning Bank as appropriate. The assigning Bank shall pay to the Agent a service fee in the amount of $2,000 for each assignment, if anypayable on or before the effective date of the assignment. In the case of a participation, the participant shall only have the rights specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loan.Section 9.02

Assignments and Participations. No Loan Document may be assigned (in whole or in part) by any Borrower without the prior written consent of Lender. Notwithstanding any other provision of any Loan Document, without receiving any consent of any Borrower, Lender at any time and from time to time may sell syndicate, participate or offer to sell otherwise transfer, pledge or assign all (or any part of) its rights and obligations under any of the Loan Documents (or interests therein any indebtedness evidenced thereby) to one any Person. Lender will make reasonable efforts to notify Borrowers of any such absolute transfer or more assignees assignment within twenty (20) Business Days thereafter; however, a failure to so notify will in no way impair any rights of Lender or participants any transferee or assignee. Upon execution and delivery of an appropriate instrument between any such participant, transferee or assignee and Lender, then (“at Lender’s Sale Right”)request) such participant, transferee or assignee will become a Lender party to this Agreement and will have all the rights and obligations of a Lender as set forth in such instrument. Provided no Default then exists beyond any applicable cure period, At Lender’s Sale Right shall be subject request, each Borrower will execute (or re-execute) and deliver (or otherwise obtain) any documents necessary to the consent of the Borrowerreflect or implement any such participation, which consent shall not be unreasonably withheldtransfer or assignment (including replacement promissory notes and any requested letters authorizing such participant, conditioned, transferee or delayed (“Borrower’s Sale Approval”)assignee to rely on existing certificates and opinions) and will otherwise fully cooperate in any such syndication process. Notwithstanding the preceding sentence foregoing, unless an Event of Default has occurred and is continuing and subject to any grace periods specified in Section 7.2, without the prior written consent of Helix, Lender may not transfer or assign all (ior any part of) by execution of this Agreement, Borrower consents to the Lender’s sale of interests in the Loan to two participants at the closing its rights and obligations under any of the Loan and (ii) Documents to any assignees person that directly or participants indirectly competes with the principal business of the Lender (“Lender’s Assignee”) shall not be subject to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the LoanBorrowers.

Assignments and Participations. Lender may sell or offer to sell (a) With the Loan or interests therein to one or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to the prior written consent of the Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, and (2) in connection with an assignment to a *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Person that is a Lender or an Affiliate (other than individuals) of a Lender and with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees (each, an “Borrower’s Sale ApprovalAssignee”; provided, however, that no Loan Party, or Affiliate of a Loan Party or holder of Term Loan Debt shall be permitted to become an Assignee (other than a Lender party to this Agreement on the date hereof). Notwithstanding ) all or any portion of the preceding sentence Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000); provided, however, that Borrower and Agents may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by execution such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500. (b) From and after the date that Agent notifies the assigning Lender (with a copy to Borrower) that it has received an executed Assignment and Acceptance and, if applicable, payment of the required processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall be a “Lender” and shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender 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 Acceptance, relinquish its rights (except with respect to Section 10.3) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto); provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, Borrower consents to the including such assigning Lender’s sale obligations under Section 15 and Section 17.9(a). (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of interests in the this Agreement or any other Loan to two participants at the closing of the Loan and Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any assignees of its *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. obligations under this Agreement or participants any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the Lender obligations which by the terms of this Agreement are required to be performed by it as a Lender. (“Lenderd) Immediately upon Agent’s Assignee”) shall not be subject receipt of the required processing fee, if applicable, and delivery of notice to the Borrower’s Sale Approval. If the Borrower assigning Lender pursuant to Section 13.1(b), this Agreement shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “Participant”) participating interests in all or any portion of its Obligations, its Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) decreases the amount or postpones the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant through such Lender, and (v) all amounts payable by Borrower hereunder shall be determined as if anysuch Lender had not sold such participation, specified except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections of the Loan Parties, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. Each Lender that sells a participating interest shall maintain, or cause to be maintained, a register on which it enters the name and address of each Participant and the principal amount thereof and stated interest thereon held by such Participant. (f) In connection with any such assignment or participationparticipation or proposed assignment or participation or any grant of a security interest in, such assignee(s) or participant(s) shall have the same pledge of, its rights under and benefits with respect interest in this Agreement, a Lender may, subject to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; providedprovisions of Section 17.9, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any disclose all documents and information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction may have relating to Borrower and the Loanits Subsidiaries and their respective businesses. (g) Any other provision in this Agreement notwithstanding, provided such persons shall be notified any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the confidential nature of Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment Federal Reserve Bank may enforce such pledge or participation) of its security interest in the Loanany manner permitted under applicable law.

Assignments and Participations. Lender Any Bank may sell or offer to sell the Loan or interests therein to one or more assignees or participants at any time (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to with the consent of the Borrower, which such consent not to be unreasonably withheld or delayed, the consent of the Agent, such consent not to be unreasonably withheld or delayed, and the consent of the LOC Issuer in its sole discretion so long as any LOC Commitments are outstanding or may be reinstated) sell to one or more banks or other entities (a "Purchasing Bank") all or any part of its rights and obligations under this Agreement and the Notes pursuant to a Commitment Transfer Supplement, executed by such Purchasing Bank, such transferor Bank, the Agent and the LOC Issuer (and, in the case of a Purchasing Bank that is not then a Bank or an Affiliate thereof, so long as no Event of Default has occurred and is continuing, by the Borrower); provided, however, that in the case of any transfer by HypoVereinsbank, so long as no Event of Default has occurred and is continuing and no Loans are outstanding, after giving effect to such transfer the Commitment Percentage of HypoVereinsbank shall not be unreasonably withheld, conditioned, less than 33% without the consent of the Borrower (which consent may be given or delayed (“withheld in the sole discretion of the Borrower’s Sale Approval”). Notwithstanding the preceding sentence Upon (ix) by such execution of such Commitment Transfer Supplement, and (y) delivery of a copy thereof to the Borrower and payment of the amount of its participation to the Agent or such transferor Bank, such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement, Borrower consents to the Lender’s sale of interests same extent as if it were an original party hereto with the commitment percentage as set forth in the Loan to two participants at the closing of the Loan and (ii) any assignees or participants of the Lender (“Lender’s Assignee”) such Commitment Transfer Supplement, which shall not be subject to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loan.be

Assignments and Participations. Lender (a) Any Bank may at any time (with the consent of the Agent, such consent not to be unreasonably withheld or delayed, and the consent of the Issuing Bank, such consent not to be unreasonably withheld or delayed) sell to one or more banks or other entities (a "Purchasing Bank") all or any part of its rights and obligations under this Agreement and the DSR Notes (which, except in the case of an assignment to a Person that, immediately before such assignment, was a Bank, shall be equal to at least $1,000,000 or, if less, the entire remaining amount of the transferor Bank's rights and obligations hereunder) pursuant to a Commitment Transfer Supplement executed by such Purchasing Bank, such transferor Bank, the Agent and the Issuing Bank. Upon (x) such execution of such Commitment Transfer Supplement, and (y) delivery of a copy thereof to the Borrower and payment of the amount of its participation to the Agent or such transferor Bank, such Purchasing Bank shall for all purposes be a Bank party to this Agreement and shall have all the rights and obligations of a Bank under this Agreement, to the same extent as if it were an original party hereto with the Ratable Share as set forth in such Commitment Transfer Supplement, which shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Bank and the resulting adjustment of Ratable Shares arising from the purchase by such Purchasing Bank of all or a portion of the rights and obligations of such transferor Bank under this Agreement and the DSR Notes. Upon the consummation of any transfer pursuant to this Section 9.9, the transferor Bank, the Agent and the Borrower shall make appropriate arrangements so that, if required, replacement DSR Notes are issued to such transferor Bank and new DSR Notes or, as appropriate, replacement DSR Notes, are issued to such Purchasing Bank, in each case, in principal amounts reflecting their Commitments. An assignment fee of $3,500 shall be paid to the Agent by the Purchasing Bank or the transferor Bank in connection with each assignment hereunder. (b) Any Bank may, from time to time, sell or offer to sell the Loan participating interests in any DSR Loans owing to such Bank, any DSR Notes held by such Bank, any Commitment of such Bank or any other interests therein and obligations of such Bank hereunder, to one or more assignees banks or participants other entities (“Lender’s Sale Right”each, a "Participant"), on such terms and conditions as may be determined by the selling Bank, without the consent of or notice to the Borrower, and the grant of such participation shall not relieve any Bank of its obligations, or impair the rights of any Bank, hereunder. Provided no Default then exists beyond In the event of any applicable cure periodsuch sale by a Bank of a participating interest to a Participant, Lender’s Sale Right such Bank shall be subject remain solely responsible for the performance of such Bank's obligations under this Agreement, such Bank shall remain the holder of any such DSR Notes for all purposes under this Agreement, the Borrower, the Agent and the Issuing Bank will continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Agreement and such Bank shall retain the sole right and responsibility to exercise the rights of such Bank, and enforce the obligations of the Borrower, including, without limitation, the right to approve any amendment, modification, supplement or waiver of any provision of any Letter of Credit Document and the right to take action under Article VI hereof, and such Bank shall not grant any such Participant any voting rights or veto power over any such action by such Bank under this Agreement (provided that such Bank may agree not to consent to any modification, amendment or waiver of this Agreement, without the consent of the BorrowerParticipant, which that would alter the principal of or interest on the DSR Loans, postpone the date fixed for any payment of principal of or interest on the DSR Loans or extend the term of any Commitment; provided further that if any Participant refuses to consent shall not be unreasonably withheldto any such modification, conditioned, amendment or delayed (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence (i) by execution waiver of this Agreement, Borrower consents to such Bank may purchase the Lender’s sale of participating interests in the Loan to two participants at the closing of the Loan and (ii) any assignees or participants of the Lender (“Lender’s Assignee”) shall not be subject to the Borrower’s Sale Approvalfrom such non-consenting Participant). If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) No Participant shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights under this Agreement to receive payment of principal of or increase interest on any obligations of Borrower or Guarantor under the DSR Loan Documents other than to except through a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports Bank and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, as provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loanthis Section 9.

Assignments and Participations. (a) With the consent of Borrower (which consent of Borrower shall not be (x) required if (i) a Payment Default or an Insolvency Default has occurred and is continuing or (ii) any other Event of Default has occurred and has been continuing for a period of at least 30 days, or (y) other than with respect to Direct Competitors, unreasonably withheld, conditioned or delayed), any Lender may sell or offer to sell the Loan or interests therein assign and delegate to one or more assignees (each an “Assignee”) that are Eligible Transferees all, or participants any ratable part of all, of the Obligations, the Revolver Commitments, the Loans and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000 (“or the remaining amount of any Lender’s Sale Right”Revolver Commitment or amount of Loans, if less); provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance, fully executed and delivered by each party thereto, and (iii) the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500. Provided no Default then exists beyond Anything contained herein to the contrary notwithstanding, the payment of any applicable cure period, Lender’s Sale Right fees shall not be subject to required and the consent of the Borrower, which consent Borrower shall not be unreasonably withheldrequired if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender. (“b) From and after the date that Agent notifies the assigning Lender (with a copy to Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance satisfying clause (a) above and payment of the preceding sentence above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 8.2 hereof) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrower and the Assignee; provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, Borrower consents including such assigning Lender’s obligations under Article X and Section 11.10 of this Agreement. No assignee shall be entitled to the benefits of Section 10.11 unless the Borrower is notified of the assignment and such Assignee has complied with the requirements of Section 10.11. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan and obligations which by the terms of this Agreement are required to be performed by it as a Lender. (iid) any assignees or participants Immediately upon Agent’s receipt of the Lender required processing fee payment and the fully executed Assignment and Acceptance satisfying clause (“Lender’s Assignee”a) above, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Revolver Commitments or the Loans arising therefrom. The Revolver Commitment and the Loans allocated to each Assignee shall reduce such Revolver Commitments or Loans of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other institutional Persons not Affiliates of such Lender and who are not Direct Competitors (a “Participant”) participating interests in its Obligations, its Loans, the Revolver Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Loans, the Revolver Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower hereunder shall be determined as if anysuch Lender had not sold such participation, specified except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections of Borrower or its Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. A Participant shall not be entitled to receive any greater payment under Section 10.11 than the applicable Originating Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to receive a greater payment results from a change in Law that occurs after the Participant acquired the applicable participation. A Participant shall not be entitled to the benefits of Section 10.11 unless Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of Borrower and Agent, to comply with Section 10.11 as though it were a Lender. (f) In connection with any such assignment or participation or proposed assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect a Lender may, subject to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; providedprovisions of Section 11.10, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any disclose all documents and information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction may have relating to Borrower and the Loanits Subsidiaries and their respective businesses. (g) Any other provision in this Agreement notwithstanding, provided such persons shall be notified any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the confidential nature of Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment Federal Reserve Bank may enforce such pledge or participation) of its security interest in any manner permitted under applicable law. (h) Each Lender hereby represents and warrants to Borrower that, as of the LoanClosing Date (or in the case of an Assignee, as of the date that such Person becomes a Lender), it is a Qualified Purchaser.

Assignments and Participations. Lender may sell or offer to sell (a) With the Loan or interests therein to one or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to the consent prior written request of the Borrower, which consent of Borrower shall not be unreasonably withheld, delayed or conditioned, and shall not be required (1) if an Event of Default has occurred and is continuing, and (2) in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender and with the prior written consent of Agent, which consent of Agent shall not be unreasonably withheld, delayed or conditioned, and shall not be required in connection with an assignment to a Person that is a Lender or an Affiliate (other than individuals) of a Lender, any Lender may assign and delegate to one or more assignees so long as such prospective assignee is an Eligible Transferee (each, an “Borrower’s Sale ApprovalAssignee”; provided, however, that no Loan Party or Affiliate of a Loan Party shall be permitted to become an Assignee) all or any portion of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount (unless waived by Agent) of $5,000,000 (except such minimum amount shall not apply to (x) an assignment or delegation by any Lender to any other Lender or an Affiliate of any Lender or (y) a group of new Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be assigned to all such new Lenders is at least $5,000,000). Notwithstanding ; provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the preceding sentence interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by execution such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance and Agent has notified the assigning Lender of its receipt thereof in accordance with Section 13.1(b), and (iii) unless waived by Agent, the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500. (b) From and after the date that Agent notifies the assigning Lender (with a copy to Borrower) that it has received an executed Assignment and Acceptance and, if applicable, payment of the required processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall be a “Lender” and shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assigning Lender 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 Acceptance, relinquish its rights (except with respect to Section 10.3) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto); provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, Borrower consents including such assigning Lender’s obligations under Section 15 and Section 17.9(a). (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon Agent’s receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender pursuant to Section 13.1(b), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “Participant”) participating interests in all or any portion of its Obligations, its Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s sale obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of interests such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to two participants at approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the closing extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections of Borrower or its Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 17.9, disclose all documents and information which it now or hereafter may have relating to Borrower and its Subsidiaries and their respective businesses. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law. (h) Agent (as a non-fiduciary agent on behalf of Borrower) shall maintain, or cause to be maintained, a register (the “Register”) on which it enters the name and address of each Lender as the registered owner of the Term Loan (and the principal amount thereof and stated interest thereon) held by such Lender (each, a “Registered Loan”). Other than in connection with an assignment by a Lender of all or any portion of its portion of the Term Loan to an Affiliate of such Lender or a Related Fund of such Lender (i) a Registered Loan (and the registered note, if any, evidencing the same) may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register (and each registered note shall expressly so provide) and (ii) any assignees assignment or participants sale of all or part of such Registered Loan (and the Lender (“Lender’s Assignee”) shall not be subject to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extentregistered note, if any, specified in any evidencing the same) may be effected only by registration of such assignment or participationsale on the Register, together with the surrender of the registered note, if any, evidencing the same duly endorsed by (or accompanied by a written instrument of assignment or sale duly executed by) the holder of such registered note, whereupon, at the request of the designated assignee(s) or participant(s) shall have transferee(s), one or more new registered notes in the same rights and benefits with respect aggregate principal amount shall be issued to the designated assignee(s) or transferee(s). Prior to the registration of assignment or sale of any Registered Loan Documents (and the registered note, if any evidencing the same), Borrower shall treat the Person in whose name such Registered Loan (and the registered note, if any, evidencing the same) is registered as the owner thereof for the purpose of receiving all payments thereon and for all other purposes, notwithstanding notice to the contrary. In the case of any assignment by a Lender of all or any portion of its Term Loan to an Affiliate of such Person(sLender or a Related Fund of such Lender, and which assignment is not recorded in the Register, the assigning Lender, on behalf of Borrower, shall maintain a register comparable to the Register. (i) would have if In the event that a Lender sells participations in the Registered Loan, such Person(sLender, as a non-fiduciary agent on behalf of Borrower, shall maintain (or cause to be maintained) were Lender hereunder; provided, that none a register on which it enters the name of all participants in the Registered Loans held by it (and the principal amount (and stated interest thereon) of the foregoing shall decrease any rights portion of such Registered Loans that is subject to such participations) (the “Participant Register”). A Registered Loan (and the Registered Note, if any, evidencing the same) may be participated in whole or increase any obligations in part only by registration of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information such participation on the Property Participant Register (including environmental reports and assessmentseach registered note shall expressly so provide), Borrower, any . Any participation of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty such Registered Loan (or its advisors) to any swap or derivative transaction relating to Borrower and the Loanregistered note, provided if any, evidencing the same) may be effected only by the registration of such persons participation on the Participant Register. (j) Agent shall be notified make a copy of the confidential nature of such information. Borrower Register (and each Lender shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) make a copy of its interest Participant Register in the Loanextent it has one) available for review by Borrower from time to time as Borrower may reasonably request.

Assignments and Participations. The Borrower may not assign any of the Borrower’s rights or obligations under this Agreement or any other Loan Document; provided, however, that: (a) subject to Lender’s prior written consent, not to be unreasonably withheld, conditioned or delayed, the Borrower may assign its rights or obligations under this Agreement or any other Loan Document in connection with a change of control so long as (i) the acquiring company shall have its senior unsecured debt rated by S&P and ▇▇▇▇▇’▇ and such senior unsecured debt shall be rated at least BBB by S&P and at least Baa2 by ▇▇▇▇▇’▇ and (ii) any successor entity agrees to be bound by the terms of this Agreement and each of the other Loan Documents; and (b) the Borrower may also assign its rights or obligations under this Agreement or any other Loan Document in connection with a change of control with the Lender’s consent, in its sole and absolute discretion, so long (x) as any successor entity agrees to be bound by the terms of this Agreement and each of the other Loan Documents and (y) the Borrower provides the Lender with written notice of such change of control, along with such information, that is sufficient, in the Lender’s sole and absolute discretion, for the Lender to determine whether or not it would like to accept such assignee as a substitute Borrower hereunder, at least thirty (30) days prior to the consummation of such change of control. Notwithstanding anything in this subsection (b) to the contrary, if the Borrower provides the Lender with written notice of a change of control, along with the information required by clause (y) above less than thirty (30) days prior to the effectiveness of such change of control, the Lender shall have thirty (30) days to determine, in its sole and absolute discretion, whether or not to consent to the change of control or to require the Borrower to repay the principal amount of the Revolving Loan then outstanding, together with all fees, costs and expenses and accrued and unpaid interest thereon (a “Repayment Determination”). If the Lender delivers notice of a Repayment Determination to the Borrower, any purported assignment by the Borrower of its rights or obligations under this Agreement or any other Loan Document shall be ineffective, the Lender’s obligation to make Advances shall immediately be terminated, and the Borrower shall repay the principal amount of the Revolving Loan then outstanding, together with all fees, costs and expenses and accrued and unpaid interest thereon as described in the prior sentence. The Lender may sell or offer to sell the Loan or interests therein assign to one or more assignees Persons all or participants a portion of its rights and obligations under this Agreement (“including, without limitation, all or a portion of its Commitment and the Advances owing to it), without notice to, or the consent of the Borrower or any other Loan Party; provided, however, that, other than assignments to (i) an Affiliate of the Lender’s Sale Right”). Provided no Default then exists beyond , (ii) any applicable cure periodentity or subdivision of the United States government and (iii) Federal Reserve Banks, Lender’s Sale Right which, for the avoidance of doubt shall not have a limit on the number of such assignments, the Lender shall not be subject permitted to assign such rights and obligations to more than three (3) Persons without the consent of the Borrower. The Lender may sell participations to one or more Persons (other than the Borrower or any other Loan Party or entity in which the Borrower has any direct or indirect equity interest, which consent shall and not be unreasonably withheld, conditioned, or delayed to exceed more than three (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence (i3) by execution of this Agreement, Borrower consents to the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and (ii) any assignees or participants of the Lender (“Lender’s Assignee”) shall not be subject to Persons without the Borrower’s Sale Approvalconsent) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it). If the Borrower shall executeThe Lender may, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewithwith any assignment or participation or proposed assignment or participation pursuant to this Section 7.11, and disclose to the extent, if any, specified in any such assignment assignee or participation, such assignee(s) participant or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective proposed assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction information relating to the Borrower and furnished to the Loan, provided such persons shall be notified Lender by or on behalf of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the LoanBorrower.

Assignments and Participations. (a) The Lender may sell or offer may, upon at least 30 Business Days’ notice to sell the Loan or interests therein Borrower, assign to one or more assignees Persons all or participants any portion of its rights and obligations under this Agreement (including, without limitation, the Loan owing to it and the Note); provided, however, that: (i) each such assignment shall be to an Eligible Assignee; (ii) the parties to each such assignment shall execute and deliver to the Borrower an Assignment and Acceptance, together with, if requested, the Note; and (iii) after giving effect to each such assignment, the Lender shall continue to hold at any time at least 50.1% of the outstanding principal amount of the Loan at such time; and (iv) prior to the effectiveness of the first such assignment, this Agreement shall have been amended in a manner reasonably satisfactory to the Borrower and the Lender to provide for a syndicate of lenders in place of the sole lender (with each of the Borrower and the Lender hereby agreeing to negotiate in good faith to effect such an amendment), which amendment shall in any event: (a) define the term “Required Lenders” as lenders holding, at any time, more than 50% of the aggregate principal amount of the Loan outstanding at such time; (b) provide that waivers, amendments or other modifications of this Agreement requiring consent of all lenders, all affected lenders or otherwise of lenders in excess of those constituting “Required Lenders” will be limited to customary economic matters; (c) provide for a customary “yank-a-bank” provision and a provision to the effect that any provision of this Agreement may be amended with the consent of the “Required Lenders” if, at the time such amendment becomes effective, each lender hereunder not consenting thereto receives payment in full of the principal of and interest accrued on the loans made and all other amounts owing to it or accrued for its account under this Agreement; and (d) contain an agreement by the Lender that it will not enter into any agreement or understanding with any other lender hereunder or any Affiliate of any such other lender to the effect that the Lender’s Sale Right”). Provided no Default then exists beyond right to approve any applicable cure periodwaiver, Lender’s Sale Right amendment or other modification of this Agreement shall be subject to the consent of any such other lender, and will otherwise retain the Borrowersole right to approve any amendment, modification or waiver of any provision of this Agreement on account of its percentage in interest of the outstanding principal amount of the Loan; provided further, however, that no Person to which consent an assignment is being made in accordance with this Section 8.07(a) shall be entitled to any additional compensation under Sections 2.07, 2.08 and 2.10 in excess of the aggregate amounts payable under such Sections to the Lender prior to the effective date of such Assignment and Acceptance, unless such additional compensation is payable to such Person as a result of a Change in Law. Any Lender that is a Foreign Lender shall not be unreasonably withheld, conditioned, or delayed (“Borrower’s Sale Approval”entitled to the benefits of Section 2.10 unless such Foreign Lender shall have complied with Section 2.10(e). Notwithstanding Upon such execution and delivery from and after the preceding sentence effective date specified in each Assignment and Acceptance, (1) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of the Lender hereunder and (2) the Lender assignor thereunder shall relinquish its rights and be released from its obligations under this Agreement and shall cease to be a party hereto, provided that such assigning Lender’s rights under Sections 2.07, 2.10 and 8.04 shall survive the effective date of such Assignment and Acceptance for the Lender as to matters occurring prior to such effective date. (b) By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the Credit Parties as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or the Note, or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Credit Parties or the performance or observance by execution the Credit Parties of any of its obligations under this Agreement or the Note, or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the assigning Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) if applicable, such assignee confirms that it is an Eligible Assignee; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as the Lender. (c) Within ten Business Days after receipt by the Borrower consents of an Assignment and Acceptance and executed by the Lender and an assignee representing that it is an Eligible Assignee, the Borrower shall, at its own expense, execute and deliver to such Eligible Assignee in exchange for the Note then outstanding a new note from the Borrower to the Lender’s sale order of interests such Eligible Assignee in an amount equal to the aggregate principal outstanding of the Loan assumed by it pursuant to two participants such Assignment and Acceptance. Such new note shall be in an aggregate principal amount equal to the aggregate principal amount of the Loan outstanding at the closing time thereof, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A hereto. (d) The Lender may sell participations to one or more banks or other entities (other than a Credit Party or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the aggregate outstanding principal amount of the Loan and the Note); provided, however, that: (i) the Lender’s obligations under this Agreement shall remain unchanged; (ii) any assignees or participants the Lender shall remain solely responsible to the Credit Parties for the performance of such obligations; (iii) the Lender shall remain the holder of the Note for all purposes of this Agreement; (iv) the Credit Parties shall continue to deal solely and directly with the Lender (“in connection with the Lender’s Assignee”rights and obligations under this Agreement; and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement or the Note, or any consent to any departure by the Credit Parties therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Loan, or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Loan, or any fees or other amounts payable hereunder; and provided further that the Credit Parties shall not be subject required to pay any additional amounts under this Agreement to compensate a participant (or the Lender, on behalf of a participant) in respect of the rights and obligations of such participant relating to this Agreement in excess of what the Credit Parties would otherwise be required to pay to the Borrower’s Sale Approval. If Lender if the Borrower shall executeparticipation had not been sold. (e) The Lender may, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewithwith any assignment, and participation or proposed assignment or participation pursuant to this Section 8.07, disclose to the extentassignee, if any, specified in any such assignment participant or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective proposed assignee or participant, to Lender’s affiliates, any information relating to any regulatory body having jurisdiction over member of the Group furnished to the Lender by or on behalf of such member of the Group; provided that, prior to any such disclosure, the assignee, participant or proposed assignee or participant shall agree to preserve the confidentiality of any Information received by it from the Lender in accordance with the terms of Section 8.08. (f) Notwithstanding any other provision set forth in this Agreement, the Lender may at any time create a security interest in all or any portion of its rights under this Agreement to secure obligations of the Lender, including, without limitation, any pledge or assignment to any actual or prospective counterparty (or its advisors) secure obligations to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified a Federal Reserve Bank in accordance with Regulation A of the confidential nature Board of Governors of the Federal Reserve System; provided that, no such information. Borrower pledge or assignment of a security interest shall not be responsible for release the Lender from any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in obligations hereunder or substitute any such pledgee or assignee for the LoanLender party hereto.

Assignments and Participations. Lender (a) None of Guarantor, Pledgor or Seller shall sell, assign or transfer any of their respective rights or the Repurchase Obligations or delegate any of their respective duties under this Agreement or any other Repurchase Document without the prior written consent of Buyer, and any attempt to do so without such consent shall be null and void. (b) Buyer may at any time, without the consent of Seller, Pledgor, Sponsor, Manager or Guarantor, and at Buyer’s sole cost and expense, sell participations to any Eligible Assignee (other than a natural person or Seller, Sponsor, Pledgor, any Intermediate Entity, Guarantor or any of their respective Affiliates) (a “Participant”) in all or any portion of Buyer’s rights and/or obligations under the Repurchase Documents; provided that (x) if a monetary or material non-monetary Default or any an Event of Default has occurred and is continuing, Buyer may sell participations to any Person at any time without consent, notice or offer restriction of any kind, other than the requirements set forth in clause (iv) below, and (y) so long as no monetary or material non-monetary Default or any Event of Default has occurred and is continuing: (i) Buyer’s obligations under the Repurchase Documents shall remain unchanged, (ii) Buyer shall remain solely responsible to Seller for the performance of such obligations, (iii) Seller shall continue to deal solely and directly with Buyer in connection with Buyer’s rights and obligations under the Repurchase Documents, (iv) each Participant agrees to be bound by the confidentiality provisions set forth in Section 18.09, and (v) provided that, so long as no Event of Default exists, Buyer shall retain ultimate decision-making authority under the Repurchase Documents. So long as no monetary or material non-monetary Default or any Event of Default has occurred and is continuing, no Participant shall have any right to approve any amendment, waiver or consent with respect to any Repurchase Document, except to the extent that the Repurchase Price or Price Differential of any Purchased Asset would be reduced or the Repurchase Date of any Purchased Asset would be postponed. Each Participant shall be entitled to the benefits of Article 12 (subject to the requirements and limitations therein, including the requirements under Section 12.06(e) (it being understood that the documentation required under Section 12.06(e) shall be delivered to the participating Buyer)) and Article 13 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.07(c), provided that such Participant shall not be entitled to receive any greater payment under Section 12.04 or Section 12.06 than its participating Buyer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from the adoption of or any change in any Requirements of Law or in the interpretation or application thereof by a Governmental Authority or compliance by Buyer or such Participant with a request or directive (whether or not having the force of law) from a central bank or other Governmental Authority having jurisdiction over Buyer or such Participant, in each case made or issued after the Participant acquired the applicable participation. To the extent permitted by Requirements of Law, each Participant shall also be entitled to the benefits of Sections 10.02(i) and 18.16 to the same extent as if it had acquired its interest by assignment pursuant to Section 18.07(c). (c) Buyer may at any time, without the consent of Seller, Pledgor, Sponsor, Manager or Guarantor but upon notice to Seller, and at Buyer’s sole cost and expense, sell and assign all or any portion of all of the Loan rights and obligations of Buyer under the Repurchase Documents to any Eligible Assignee proposed by Buyer; provided that if a monetary or interests therein material non-monetary Default or any Event of Default has occurred and is continuing, Buyer may enter into any such sale and assignments with any Person at any time without consent, notice or restriction of any kind. Each such assignment shall be made pursuant to one or more assignees or participants an Assignment and Acceptance substantially in the form of Exhibit F (an “Lender’s Sale RightAssignment and Acceptance”). Provided no Default then exists beyond any applicable cure periodFrom and after the effective date of such Assignment and Acceptance, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent shall not be unreasonably withheld, conditioned, or delayed (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence (i) by execution of this Agreementeach such assignee shall be a Party and, Borrower consents to the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and (ii) any assignees or participants of the Lender (“Lender’s Assignee”) shall not be subject to the Borrower’s Sale Approval. If the Borrower shall executeextent provided therein, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits obligations of Buyer under the Repurchase Documents with respect to the Loan percentage and amount of the Repurchase Price allocated to it, (ii) Buyer shall, to the extent provided therein, be released from such obligations (and, in the case of an Assignment and Acceptance covering all or the remaining portion of Buyer’s rights and obligations under the Repurchase Documents, Buyer shall cease to be a Party), (iii) the obligations of Buyer shall be deemed to be so reduced, and (iv) Buyer will give prompt written notice thereof (including identification of the related assignee and the amount of Repurchase Price allocated to it) to each Party (but Buyer shall not have any liability for any failure to timely provide such notice). Any sale or assignment by Buyer of rights or obligations under the Repurchase Documents that does not comply with this Section 18.07(c) shall be treated for purposes of the Repurchase Documents as a sale by such Person(sBuyer of a participation in such rights and obligations in accordance with Section 18.07(b). (d) would have if Seller shall cooperate with Buyer in connection with any such Person(s) were Lender hereundersale and assignment of participations, syndications or assignments and shall enter into such restatements of, and amendments, supplements and other modifications to, the Repurchase Documents to give effect to any such sale or assignment; provided, that none of the foregoing shall decrease change any economic or other material term of the Repurchase Documents in a manner adverse to Seller without the consent of Seller and shall be at no cost to Seller. (e) Buyer, at Buyer’s sole cost and expense, shall have the right to partially or completely syndicate any or all of its rights under this Agreement and the other Repurchase Documents to any Eligible Assignee so long as, prior to the occurrence and during the continuance of a monetary or increase material non-monetary Default or any Event of Default, Buyer shall remain solely responsible to Seller for the performance by Buyer of its obligations under the Repurchase Documents. (f) Buyer, acting solely for this purpose as a non-fiduciary agent of Seller, shall maintain a copy of each Assignment and Acceptance and a register for the recordation of the names and addresses of the assignees that become Parties hereto and, with respect to each such assignees, the aggregate assigned Purchase Price and applicable Price Differential (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Parties shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Buyer for all purposes of this Agreement. The Register shall be available for inspection by the Parties at any reasonable time and from time to time upon reasonable prior notice. (g) If Buyer sells a participation of its rights hereunder, it shall, acting solely for this purpose as a non-fiduciary agent of Seller, maintain a register on which it enters the name and address of each Participant and, with respect to each such Participant, the aggregate participated Purchase Price and applicable Price Differential, and any other interest in any obligations of Borrower or Guarantor under the Loan Repurchase Documents other than (the “Participant Register”); provided that no Party 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 de minimis extent. Lender may disseminate Participant’s interest in any information it now has or hereafter obtains pertaining to the Loan, including obligations under any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisorsRepurchase Document) to any swap or derivative transaction relating Person except to Borrower the extent that such disclosure is necessary to establish that such obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and the Loan, provided such persons participating Party shall be notified treat each Person whose name is recorded in the Participant Register as the owner of the confidential nature applicable participation for all purposes of such information. Borrower shall not be responsible for this Agreement notwithstanding any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in notice to the Loancontrary.

Assignments and Participations. Lender (a) Except as may sell or offer to sell otherwise be permitted by Sections 7.3, 8.3, 8.4 and 8.5, (i) the Loan or interests therein to one or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right Documents shall be subject binding upon and inure to the benefit of the Credit Parties, the Lenders, the Swing Line Lender, the Issuing Bank, the Administrative Agent, all future holders of the Loans and the Reimbursement Obligations, and their respective successors and permitted assigns, and (ii) no Credit Party may assign, delegate or transfer any of its rights or obligations under the Loan Documents without the prior written consent of the Administrative Agent, the Issuing Bank, the Swing Line Lender and each Lender. (b) In addition to its rights under Section 11.6(e), each Lender shall have the right to sell, assign, transfer or negotiate (each an "ASSIGNMENT") one hundred percent, or any lesser percentage, of its rights and obligations under the Loan Documents to any subsidiary or affiliate of such Lender, to any other Lender, or to any Eligible Assignee, provided that (i) each such Assignment shall be of a constant, and not a varying, percentage of all of the assignor Lender's rights and obligations under the Loan Documents, (ii) the Revolving Credit Commitment Amount of the Revolving Credit Commitment assigned shall be not less than $5,000,000, or the full Revolving Credit Commitment Amount of such assignor Lender's Revolving Credit Commitment, (iii) the Parent Borrower, the Swing Line Lender, the Issuing Bank and the Administrative Agent shall have consented thereto in writing (which consent consents shall not be unreasonably withheld), conditionedPROVIDED, HOWEVER, that such consents shall not be required, (A) in the case of the Swing Line Lender, the Issuing Bank and the Administrative Agent, if such assignee is another Lender, and (B) in the case of the Parent Borrower, if a Default shall have occurred and then be continuing or delayed such assignee is a subsidiary or affiliate of another Lender, and (“iv) the assignor Lender and such assignee shall deliver to the Administrative Agent three copies of an Assignment and Acceptance Agreement executed by each of them, along with an assignment fee in the sum of $3,500 for the account of the Administrative Agent. Upon receipt of such number of executed copies of each such 117 Assignment and Acceptance Agreement, together with the assignment fee therefor and the Parent Borrower’s Sale Approval”'s, the Swing Line Lender's, the Issuing Bank's and the Administrative Agent's consents to such Assignment, if required, the Administrative Agent shall record the same and execute not less than two copies of such Assignment and Acceptance Agreement in the appropriate place, deliver one such copy to the assignor and one such copy to the assignee, and deliver one photocopy thereof, as executed, to the Parent Borrower, the Swing Line Lender and the Issuing Bank. From and after the effective date specified in such Assignment and Acceptance Agreement, the assignee thereunder shall be a party hereto and shall for all purposes of this Agreement and the other Loan Documents be deemed a "Lender" and, to the extent provided in such Assignment and Acceptance Agreement, the assignor Lender thereunder shall be released from its obligations under this Agreement and the other Loan Documents. The Administrative Agent shall be entitled to rely upon the representations and warranties made by the assignee under each Assignment and Acceptance Agreement. (c) In addition to the participations provided for in Section 11.10(a). Notwithstanding , each Lender may grant participations in all or any part of its rights under the preceding sentence Loan Documents to one or more Eligible Assignees, provided that (i) by execution of such Lender's obligations under this AgreementAgreement and the other Loan Documents shall remain unchanged, Borrower consents to the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and (ii) any assignees or participants of the such Lender (“Lender’s Assignee”) shall not be subject remain solely responsible to the Borrower’s Sale Approval. If other parties to this Agreement and the Borrower other Loan Documents for the performance of such obligations, (iii) the Credit Parties, the Administrative Agent, the Issuing Bank, the Swing Line Lender and the other Lenders shall execute, acknowledge continue to deal solely and deliver any and all instruments reasonably requested by directly with such Lender in connection therewithwith such Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no sub-participations shall be permitted, (v) neither the granting nor the offering of such participation would require that any additional loss, cost or expense be borne by any Borrower at any time or would require any registration or qualification under any applicable federal or state securities laws, and (vi) the voting rights of any holder of any participation shall be limited to the extentvoting rights of such Lender under Sections 11.1(a), if any(b), specified in (c) and (d). (d) No Lender shall, as between and among the Credit Parties, the Administrative Agent, the Issuing Bank, the Swing Line Lender and such Lender, as the case may be, be relieved of any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to of its obligations under the Loan Documents as a result of any Assignment or the granting of any participation in all or any part of its rights under the Loan Documents, except that it shall be relieved of its obligations to the extent of any such Person(s) would have if such Person(s) were Lender hereunder; provided, that none Assignment of the foregoing shall decrease all or any part of its rights or increase any and obligations of Borrower or Guarantor under the Loan Documents other than pursuant to Section 11.6(b). (e) Subject to Section 11.6(d), any Lender may at any time or from time to time assign all or any portion of its rights under the Loan Documents to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the LoanFederal Reserve Bank, provided that any such persons shall be notified of the confidential nature of such information. Borrower assignment shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of release such assignor from its interest in the Loanobligations thereunder.

Assignments and Participations. (a) Any Lender may sell may, with the written consent of Agent and Borrower (provided that (i) no written consent of Agent or offer Borrower shall be required in connection with any assignment and delegation by a Lender to sell an Eligible Transferee, (ii) no written consent of Borrower shall be required in connection with any assignment or delegation if an Event of Default shall have occurred and be continuing, and (iii) no assignment and delegation shall be made, without the Loan prior written consent of Borrower, to any Person that is organized in or interests therein under the laws of any jurisdiction other than the United States or any state or other political subdivision thereof or is otherwise not a United States person as defined in the IRC (a "Foreign Person") if payments to such Person would require Borrower to pay any Taxes or any additional amounts pursuant to Section 16.11(e)), assign and delegate to one or more assignees (each an "Assignee") all, or participants any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (“Lender’s Sale Right”)i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent, and (iii) the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000. Provided no Default then exists beyond any applicable cure periodAnything contained herein to the contrary notwithstanding, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent Agent shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of such Lender. (“b) From and after the date that Agent notifies the assignor Lender (with a copy to Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance and payment of the preceding sentence above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Borrower and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and (ii) any assignees or participants Acceptance and receipt and acknowledgment by Agent of the Lender (“Lender’s Assignee”) such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "Participant") participating or other beneficial interests ("Participating Interests") in its Obligations, the Commitment, and the other rights and interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such Participating Interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the Participating Interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any Participating Interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant has a Participating Interest, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) reduce the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower under any of the Loan Documents (including, without limitation, under Section 16.11) shall be determined as if anysuch Lender had not sold such participation, specified except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its Participating Interest in amounts owing under this Agreement to the same extent as if the amount of its Participating Interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participationParticipating Interest or proposed assignment or Participating Interest, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any disclose all documents and information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction may have relating to Borrower or Borrower's business, so long as such Lender has first secured a customary confidentiality agreement from such proposed assignee or Participant. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and the Loan, provided such persons shall be notified interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the confidential nature of Federal Reserve Bank or U.S. Treasury Regulation 31 CFR Section 203.14, and such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment Federal Reserve Bank may enforce such pledge or participation) of its security interest in the Loanany manner permitted under applicable law.

Assignments and Participations. (a) Any Lender may sell or offer to sell the Loan or interests therein assign and delegate to one or more assignees (each an “Assignee”) that are Eligible Transferees all, or participants any ratable part of all, of the Obligations, the Revolver Commitment and the other rights and obligations of such Lender hereunder, in a minimum amount of $5,000,000; provided, however, that the Debtor and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (“i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Agent an Assignment and Acceptance, and (iii) the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500. Anything contained herein to the contrary notwithstanding, the payment of any fees shall not be required and the Assignee need not be an Eligible Transferee if (x) such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender or (y) the assignee is a Lender or an Affiliate of a Lender. (b) From and after the date that Agent notifies the assigning Lender that it has received an executed Assignment and Acceptance and payment of the above referenced processing fee (if required), (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under this Agreement, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 21 hereof) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s Sale Right”rights and obligations under this Agreement, such Lender shall cease to be a party hereto and thereto). Provided , and such assignment shall effect a novation between the Debtor and the Assignee; provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no Default then exists beyond representation or warranty and assumes no responsibility with respect to any applicable cure periodstatements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Debtor or the performance or observance by the Debtor of any of its obligations under this Agreement, (3) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon Agent’s Sale Right receipt of any processing fee payment (if required) and the fully executed Assignment and Acceptance, this Agreement shall be subject deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Revolver Commitments arising therefrom. The Revolver Commitment allocated to each Assignee shall reduce such Revolver Commitment of the assigning Lender pro tanto. (e) Any Lender may at any time, without the consent of the BorrowerDebtor, which consent shall not be unreasonably withheldsell to one or more commercial banks, conditionedfinancial institutions, or delayed other Persons (other than natural persons or Defaulting Lenders), in each case other than to a Competitor or Competitor Affiliate, (a “Borrower’s Sale ApprovalParticipant”). Notwithstanding ) participating interests in all or any portion of its Obligations, its Revolver Commitment, and the preceding sentence other rights and interests of that Lender (the “Originating Lender”) hereunder; provided, however, that (i) by execution the Participant receiving the participating interest in the Obligations, the Revolver Commitment, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder and such Originating Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) the Debtor, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement, Borrower consents (iv) no Originating Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement, except to the extent such amendment to, or consent or waiver with respect to this Agreement would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender’s sale , or (E) change the amount or due dates of interests scheduled principal repayments or prepayments or premiums or interest or fees and (v) all amounts payable by the Debtor hereunder shall be determined as if such Lender had not sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or any direct rights as to the other Lenders, Agent, the Debtor, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the Loan to two participants at making of decisions by the closing Lenders among themselves. The provisions of this Section 18(e) are solely for the benefit of the Loan Lenders, and (ii) the Debtor shall not have any assignees or participants rights as third party beneficiaries of any such provisions. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Debtor, 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 this Agreement (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (“Lenderincluding the identity of any Participant or any information relating to a Participant’s Assignee”interest in any commitments, loans or other obligations under this Agreement) 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. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Agent (in its capacity as Agent) shall not be subject to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in have no responsibility for maintaining a Participant Register. (f) In connection therewith, and to the extent, if any, specified in with any such assignment or participation or proposed assignment or participation, such assignee(s) a Lender may disclose, other than to a Competitor or participant(s) shall have Competitor Affiliate, and, in any case, subject to a confidentiality agreement in favor of the same rights Debtor and benefits with respect reasonably acceptable to the Loan Documents as Debtor, all documents and information which it now or hereafter may have relating to the Debtor and its Affiliates and their respective businesses. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR §203.24 or any other Person, and such Person(s) would have if Person may enforce such Person(s) were Lender hereunderpledge or security interest in any manner permitted under applicable law; provided, that none no such pledge or grant of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or secured party (or any transferee thereof) for such Lender as a party hereto unless such pledgee or secured party (or transferee) becomes a Lender hereunder. (h) Agent shall, acting solely for this purpose as a non-fiduciary agent of the foregoing Debtor, maintain, or cause to be maintained, a register (the “Register”) on which it shall decrease enter the names and addresses of the Lenders and the Revolver Commitments of, and the principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Debtor, Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by any Lender at any reasonable time and from time to time upon reasonable notice. (i) The benefits and burdens of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Debtor, each of the Lenders and the Agent; provided, however, that the rights or increase any and obligations of Borrower or Guarantor the Debtor under the Loan Documents this Agreement may not be assigned (other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessmentsby operation of law), Borrower, and any of Borrower’s principals purported assignment or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided delegation without such persons consent shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loanvoid.

Assignments and Participations. (a) Any Lender may sell or offer to sell may, with the Loan or interests therein written consent of Agent, assign and delegate to one or more assignees or participants (“Lender’s Sale Right”). Provided provided that no Default then exists beyond any applicable cure period, Lender’s Sale Right written consent of Agent shall be subject required in connection with any assignment and delegation by a Lender to an Eligible Transferee) (each an "ASSIGNEE") all, or any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000 except that such minimum amount shall not apply to Affiliates of Lenders; provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to Borrower and Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall have delivered to Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent; and (iii) the assignor Lender or Assignee has paid to Agent for Agent's sole and separate account a processing fee in the amount of $2,500. Anything contained herein to the contrary notwithstanding, the consent of the Borrower, which consent Agent shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of such Lender. (“Borrower’s Sale Approval”). Notwithstanding b) From and after the preceding sentence date that Agent notifies the assignor Lender (with a copy to Agent) that it has received an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) by execution of this Agreementthe Assignee thereunder shall be a party hereto and, Borrower consents to the Lender’s sale extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of interests in a Lender under the Loan to two participants at the closing of the Loan Documents, and (ii) any assignees or participants of the assignor Lender (“Lender’s Assignee”) shall not be subject shall, to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same extent that rights and benefits obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loan.63 69

Assignments and Participations. (a) Any Lender may sell or offer may, with the written consent of Agent (provided that no written consent of Agent shall be required in connection with any assignment and delegation by a Lender to sell the Loan or interests therein an Eligible Transferee), assign and delegate to one or more assignees (each an "Assignee") all, or participants any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000 (“except such minimum amount shall not apply to an Eligible Transferee that is a Related Fund of a Lender or an Affiliate of a Lender’s Sale Right”); provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent and (iii) the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000. Provided no Default then exists beyond any applicable cure periodAnything contained herein to the contrary notwithstanding, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent Agent shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if (x) such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of such Lender or (“y) the assignee is an Eligible Transferee that is a Related Fund of a Lender or an Affiliate of a Lender. (b) From and after the date that Agent notifies the assignor Lender (with a copy to Administrative Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance and payment (if applicable) of the preceding sentence above-referenced processing fee, (i) by execution of this Agreementthe Assignee thereunder shall be a party hereto and, Borrower consents to the Lender’s sale extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of interests in a Lender under the Loan to two participants at the closing of the Loan Documents, and (ii) any assignees or participants of the assignor Lender (“Lender’s Assignee”) shall not be subject shall, to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same extent that rights and benefits obligations hereunder and under the other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents as Documents, such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than cease to be a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports party hereto and assessmentsthereto), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and such assignment shall affect a novation between Borrowers and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the LoanAssignee.

Assignments and Participations. The Borrower may not assign its rights or obligations under the Senior Secured Credit Facilities. Any Lender may assign, and may sell participations in, its rights and obligations under the Senior Secured Credit Facilities, subject (x) in the case of participations, to customary restrictions on the voting rights of the participants and restrictions on participations to the Borrower and its affiliates and (y) in the case of assignments, to such limitations as may be established by the Administrative Agent (including (i) a minimum assignment amount of $1.0 million in the case of any Term Loan and $5.0 million in the case of any Loans and/or commitments under the Revolving Credit Facility (or, if less, the entire amount of such assignor’s commitments and outstanding Loans at such time), (ii) an assignment fee in the amount of $3,500 to be paid by the respective assignor or offer assignee to sell the Loan Administrative Agent, (iii) restrictions on assignments to any entity that is not an Eligible Transferee (to be defined to exclude Disqualified Institutions (to the extent the identity of such Disqualified Institution has been made available by the Borrower to all Lenders), natural persons and, except in connection with a Borrower Buy-Back (as defined below), the Borrower and its affiliates), (iv) except in the case of an assignment to any Lender, its affiliates or interests therein to one or more assignees or participants (an “approved fund” of a Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be subject to the receipt of the consent of the BorrowerAdministrative Agent and, which consent shall so long as no default or event of default exists under the Senior Secured Credit Facilities, the Borrower (such consent, in any such case, not to be unreasonably withheld, delayed or conditioned), provided that such consent of the Borrower shall be deemed to have been given if the Borrower has not responded within ten business days of a request for such consents, and (v) in the case of the assignment of any commitments under the Revolving Credit Facility, the consent of the Swingline Lender and each Primary Issuing Lender of a Letter of Credit (such consent, in each case, not to be unreasonably withheld, delayed or conditioned)). The Senior Secured Credit Facilities shall provide for a mechanism which will allow for each assignee to become a direct signatory to the Senior Secured Credit Facilities and will relieve the assigning Lender of its obligations with respect to the assigned portion of its commitment and/or Loans, as applicable. Assignments will be by novation and will not be required to be pro rata among the Senior Secured Credit Facilities. In no event shall the Administrative Agent be obligated to ascertain, monitor or inquire as to whether any person is a Disqualified Institution, and the Administrative Agent shall not have any liability (or duties) with respect to or arising out of any assignment or participation of loans to, or delayed (“Borrower’s Sale Approval”)the restrictions on any exercise of any rights or remedies of, any Disqualified Institution. Notwithstanding The Senior Secured Credit Documentation shall provide that Term Loans may be purchased by, and assigned to, the preceding sentence Borrower on a non-pro rata basis through Dutch auctions open to all Lenders with Term Loans on a pro rata basis in accordance with procedures to be agreed; provided that (i) by execution no default or event of this Agreementdefault then exists under the Senior Secured Credit Facilities or would result therefrom, Borrower consents to the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and (ii) any assignees or participants of the Lender such purchase is made at a discount to par, (“Lender’s Assignee”iii) shall not be subject to the Borrower’s Sale Approval. If the Borrower shall executemake a representation that it is not in possession of any material non-public information, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in (iv) any such assignment or participation, such assignee(s) or participant(s) Term Loans shall have be automatically and permanently cancelled immediately upon purchase by the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisorsv) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for permitted to use the proceeds of Revolving Loans or Swingline Loans to purchase Term Loans, and (vi) other conditions as may be required by the Administrative Agent (any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loansuch purchase and assignment, a “Borrower Buy-Back”).

Assignments and Participations. (i) Each Lender (including, without limitation, each Canadian Lender) may sell assign to any bank or offer financial institution, all or a portion of its rights and obligations under this Loan Agreement (including, without limitation, all or a portion of its Revolving Credit Commitments, its Term Loan #1 Commitments, its Term Loan #2 Commitments, its Pro Rata Share of the Term Loan Facilities and its Pro Rata Share of the Revolving Credit Loan Facility owing to sell the Loan or interests therein to one or more assignees or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure period, Lender’s Sale Right shall be it) subject to the consent following conditions: (a) each such assignment may be, but is not required to be, of a constant, and not a varying, percentage of the Borrowerassigning Lender's rights and obligations under this Loan Agreement and the assignments may cover different percentages of such Lender's (including its Affiliate Canadian Lender's) Revolving Credit Commitment, which Term Loan #1 Commitment, Term Loan #2 Commitment, Letter of Credit Obligations, Term Loans #1, Term Loans #2 and Revolving Credit Loans; (b) the aggregate amount of the Commitments of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall not cause or otherwise result in said assigning Lender's remaining unassigned aggregate amount of Commitments, Letter of Credit Obligations, Term Loans #1, Term Loans #2 and Revolving Credit Loans to be less than US$5,000,000.00 (except the Agent, in its capacity as a Lender, shall always retain at least US$5,000,000.00); (c) each such assignment shall be to an Eligible Assignee; (d) the Eligible Assignee shall execute and deliver to the Agent, for its approval, acceptance and recording in a register maintained by the Agent, an Assignment and Acceptance Agreement, together with processing and recordation fee of Three Thousand Five Hundred and 00/100 (US$3,500.00) Dollars unless waived by the Agent; (e) the principal amount of an assigned Revolving Credit Commitments, Letter of Credit Obligations and Revolving Credit Loans shall be not less than US$5,000,000.00 or any integral multiple of US$1,000,000.00 in excess thereof; (f) the Agent and, so long as no Event of Default exists or is continuing, the Co-Borrowers have provided their respective prior express written consents to such assignment, with consent shall not be unreasonably withheld, conditioned, or delayed (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence (i) withheld and which consent shall be indicated by their execution of this Agreement, Borrower consents to said Assignment and Acceptance Agreement (it being understood and agreed that the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and (ii) any assignees or participants of the Lender (“Lender’s Assignee”) shall not be subject to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same Lenders may assign their rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor interests under the Loan Documents other than to any Person or Persons following the occurrence of an Event of Default, without the consent of any of the Co-Borrowers, the Corporate Guarantors or the Partnership Guarantor); and (g) a de minimis extent. Lender may disseminate any information it now has not assign, or hereafter obtains pertaining permit its Affiliate Canadian Lender to assign, its Pro Rata Share of the Canadian Revolving Credit Sublimit (its "Canadian Revolving Credit Exposure") or the Canadian Term Loan Sublimit to an Eligible Assignee that is a non-resident of Canada for purposes of the Income Tax Act of Canada (with respect to which payments to such non-resident of principal, interest, fees and other amounts by the Canadian Borrower would be subject to Canadian withholding tax) at a rate higher than that then applicable to the Loanassignor, including any security for provided further that the Loanassignment by a Lender of its Affiliate Canadian Lender's Canadian Revolving Credit Exposure, any credit or other information on shall constitute the Property assignment of a like amount of such Lender's Revolving Credit Loans and Revolving Credit Commitment. Upon such execution, delivery, approval, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance Agreement, (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor1) the Eligible Assignee thereunder shall be a party to this Loan Agreement and, to any actual or prospective assignee or participantthe extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder and (2) the Lender assignor thereunder shall to Lender’s affiliatesthe extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Agreement, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or relinquish its advisors) to any swap or derivative transaction relating to Borrower rights and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of released from its interest in the Loanobligations under this Loan Agreement.

Assignments and Participations. (a) Each Lender may sell or offer to sell the Loan or interests therein assign to one or more assignees Eligible Assignees all or participants a portion of its rights and obligations under this Agreement (“Lender’s Sale Right”including, without limitation, all or a portion of its Loans, its Notes, and its Revolving Credit Commitment). Provided no Default then exists beyond any applicable cure period; provided, Lender’s Sale Right shall be subject to the consent of the Borrowerhowever, which consent shall not be unreasonably withheld, conditioned, or delayed (“Borrower’s Sale Approval”). Notwithstanding the preceding sentence that (i) each such assignment shall be to an Eligible Assignee; (ii) each such assignment by execution a Lender shall (A) be of an equal percentage of all of its rights and obligations under both the Revolving Credit Facility and the Five Year Facility, (B) be of a constant, and not varying, percentage of all of its rights and obligations under this Agreement and its Notes, and under the Five Year Facility Credit Agreement and the promissory notes issued thereunder and (C) result in the assigning Lender having an equivalent Applicable Commitment Percentage under both the Revolving Credit Facility and the Five Year Facility and the assignee Lender having an equivalent Applicable Commitment Percentage under both the Revolving Credit Facility and the Five Year Facility; (iii) except in the case of an assignment to another Lender or an assignment of all of a Lender's rights and obligations under this Agreement and under the Five Year Facility Credit Agreement, any partial assignment of a Lender's Revolving Credit Commitment and its Five Year Facility Commitment shall be in an aggregate amount at least equal to $10,000,000 or an integral multiple of $5,000,000 in excess thereof; (iv) except in the case of an assignment of all of a Lender's rights and obligations under this Agreement, Borrower consents no Lender shall make any assignment that would result in the sum of its Revolving Credit Commitment and its Five Year Facility Commitment being less than $15,000,000; (v) in the event a Lender assigns all of its Revolving Credit Commitment, such assignment must include all of its Competitive Bid Loans; and (vi) the parties to such assignment shall execute and deliver to the Lender’s sale of interests in the Loan to two participants at the closing of the Loan Agent for its acceptance an Assignment and (ii) Acceptance, together with any assignees or participants of the Lender (“Lender’s Assignee”) shall not be Note subject to such assignment and a processing fee of $3,500. Upon execution, delivery, and acceptance of such Assignment and Acceptance, the Borrower’s Sale Approval. If assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Agreement; provided, the assigning Lender shall be entitled to reimbursement from the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as amounts payable pursuant to Sections 4.01, 4.05, 4.06, 11.06 and 11.11 in connection with events prior to such Person(s) would have if such Person(s) were Lender hereunderassignment; providedprovided further, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including extent the Borrower makes any security for such payments to the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over assigning Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be required to also pay the assignee such amounts. Upon the consummation of any assignment pursuant to this Section, the assignor, the Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrower and the Agent certification as to exemption from deduction or withholding of Taxes in accordance with Section 4.06. (b) The Agent shall maintain at its Principal Office a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Revolving Credit Commitment of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (c) Upon its receipt of an Assignment and Acceptance executed by the parties thereto, together with any Note subject to such assignment and payment of the processing fee, the Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the parties thereto. (d) Each Lender may sell participations to one or more Persons in a portion of its rights, obligations or rights and obligations under this Agreement (including all or a portion of its Commitment or its Loans); provided, however, that (i) such Lender s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for any Costs incurred by the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Article IV and the right of setoff contained in Section 11.04, and (iv) the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender s rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrower relating to its Loans and its Notes and to approve any transfer amendment, modification, or waiver of any provision of this Agreement (via assignment other than amendments, modifications, or participationwaivers decreasing the amount of principal of or the rate at which interest is payable on such Loans or Notes, extending any scheduled principal payment date or date fixed for the payment of interest on such Loans or Notes, or extending its Revolving Credit Commitment). (e) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time assign and pledge all or any portion of its interest Loans and its Note to any Federal Reserve Bank as collateral security pursuant to Regulation A and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder. (f) Any Lender may furnish any information concerning the Borrower or any of its Subsidiaries in the Loanpossession of such Lender from time to time to assignees and participants (including prospective assignees and participants), subject, however, to the provisions of Section 11.03 hereof. (g) The Borrower may not assign any rights, powers, duties or obligations under this Agreement or the other Loan Documents without the prior written consent of all the Lenders.

Assignments and Participations. (i) The Borrower may not assign its rights or obligations hereunder or under the Notes or any Letters of Credit without the prior consent of all of the Lenders and the Agent. (ii) Any Lender (an “Assignor”) may sell or offer to sell the Loan or interests therein assign to one or more assignees (an “Assignee”) all or participants a portion of its rights and obligations under this Agreement pursuant to an Assignment Agreement in substantially the form of Exhibit G hereto (an “Lender’s Sale RightAssignment”). Provided no Default then exists beyond any applicable cure period; provided, Lender’s Sale Right however, that (A) except in the case of an assignment to a Lender or a Lender Affiliate, such assignment shall be subject to require the written consent of the Agent and, provided no Event of Default then exists, the Borrower, which whose consent shall not be unreasonably withheld, conditioned(B) except in the case of an assignment to a Lender or a Lender Affiliate, any such assignment shall be in the amount of at least $5,000,000.00 or delayed such lesser amount to which the Borrower and the Agent have consented and if the assigning Lender has assigned less than all of its Commitment Percentage of the Revolving Loans or less than all of its Term Loan Percentage of the Term Loan, such assigning Lender shall retain a Commitment Percentage of the Revolving Loans or Term Loan Percentage of the Term Loan, as applicable, equating to at least $5,000,000.00 or such lesser amount to which the Borrower and the Agent have consented and (C) the assignee or assignor shall pay to the Agent a processing and recordation fee of $3,500.00 for each assignment. Any such assignment will become effective upon the execution and delivery to the Agent of the Assignment, payment of the recordation fee and, if required, the consent of the Agent and the Borrower. Promptly after receipt of an executed Assignment, the Agent shall send to the Borrower a copy of such executed Assignment. Upon receipt of such executed Assignment, the Borrower will, at its own expense, execute and deliver new Notes to the Assignor and/or Assignee, as appropriate, in accordance with their respective interests as they appear. Upon the effectiveness of any assignment pursuant to this Section 15(f)(ii), the Assignee will become a “Borrower’s Sale Approval”)Lender,” if not already a “Lender,” for all purposes of this Agreement and the other Loan Documents. Notwithstanding The Assignor shall be relieved of its obligations hereunder to the preceding sentence extent of such assignment (i) by execution of and if the assigning Lender no longer holds any rights or obligations under this Agreement, Borrower consents such assigning Lender shall cease to the Lender’s sale of interests in the Loan to two participants at the closing of the Loan and (ii) any assignees or participants of the Lender (be a “Lender’s Assignee”” hereunder except that its rights under Sections 4(e), 5, and 15(c) shall not be subject affected). The Agent will prepare on the last Business Day of each month during which an assignment has become effective pursuant to this Section 15(f)(ii), a new Annex I giving effect to all such assignments effected during such month, and will promptly provide the same to the Borrower’s Sale ApprovalBorrower and each of the Lenders. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and to the extent, if any, specified in any such Any assignment or participation, such assignee(s) transfer by a Lender of rights or participant(sobligations under this Agreement that does not comply with this Section 15(f)(ii) shall have the same be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and benefits obligations in accordance with respect to Section 15(f)(iii). (iii) Each Lender may, without the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none consent of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals the Agent or the Issuing Lender, transfer, grant or assign participations in all or any Guarantor, to any actual or prospective assignee or participant, to part of such Lender’s affiliates, interests hereunder pursuant to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisorsthis Section 15(f)(iii) to any swap or derivative transaction relating to Borrower Person (a “Participant”), provided that: (A) such Lender shall remain a “Lender” for all purposes of this Agreement and the Loan, provided such persons shall be notified of the confidential nature transferee of such information. Borrower participation shall not be constitute a “Lender” hereunder, (B) such Lender’s obligations under this Agreement shall remain unchanged, (C) such Lender shall remain solely responsible to the other parties hereto for any Costs incurred by the performance of such obligations and (D) the Borrower, the Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that would (x) forgive any principal owing on any Obligations or extend the final maturity of the Loans, (y) reduce the interest rate (other than as a result of waiving the applicability of any post-default increases in interest rates) or fees applicable to any of the Revolving Credit Commitments, or Loans or Letters of Credit in which such Participant is participating, or postpone the payment of any thereof, or (z) release any guarantor of the Obligations or release all or substantially all of the collateral (except as provided in the Loan Documents) supporting any of the Revolving Credit Commitments, or Loans or Letters of Credit in which such Participant is participating. In the case of any such participation, the Participant shall not have any rights under this Agreement or any of the Loan Documents (the Participant’s rights against the granting Lender in respect of such participation to be those set forth in the agreement with such Lender creating such participation), and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, provided that such Participant shall be entitled to receive additional amounts under Section 5 on the same basis as if it were a Lender and be indemnified under Section 15(c) as if it were a Lender. In addition, each agreement creating any participation must include an agreement by the Participant to be bound by the provisions of Section 15(o). (iv) The Lenders may furnish any information concerning the Borrower in the possession of the Lenders from time to time to Assignees and Participants (including prospective Assignees and Participants); provided that, such Persons agree to be bound by the provisions of Section 15(o). (v) Notwithstanding anything in this Section 15(f) to the contrary, any Lender may assign and pledge its Note to any Federal Reserve Bank. No such assignment and/or pledge shall release the assigning and/or pledging Lender from its obligations hereunder. (vi) Notwithstanding any other provisions of this Section 15(f), no transfer (via or assignment of the interests or obligations of any Lender or any grant of participations therein shall be permitted if such transfer, assignment or participation) grant would require the Borrower to file a registration statement with the SEC or to qualify the Loans under the “Blue Sky” laws of its interest in the Loanany state.

Assignments and Participations. (a) Any Lender may sell may, with the written consent of Agent and Borrower (provided that no written consent of Agent or offer Borrower shall be required in connection with any assignment and delegation by a Lender to sell an Eligible Transferee and no consent of the Loan Borrower shall be required if a Default or interests therein Event of Default shall have occurred and be continuing), assign and delegate to one or more assignees (each an "Assignee") all, or participants any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided, however, that Borrower and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (“Lender’s Sale Right”)i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Borrower and Agent an Assignment and Acceptance, and (iii) the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000. Provided no Default then exists beyond any applicable cure periodAnything contained herein to the contrary notwithstanding, Lender’s Sale Right shall be subject to the consent of Agent shall not be required (and payment of any fees shall not be required) if such assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion of the business or loan portfolio of such Lender, provided further that (i) Borrower, which 's consent shall not be required for any assignment by a Lender to any Lender's Affiliate and (ii) in any case, Borrower's consent to any such assignment shall not be unreasonably withheld, conditioned, delayed or delayed withheld. (“b) From and after the date that Agent notifies the assignor Lender (with a copy to Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance and payment of the preceding sentence above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Borrower and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment, if applicable, under the Assignment and (ii) any assignees or participants Acceptance and receipt and acknowledgment by Agent of the Lender (“Lender’s Assignee”) such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "Participant") participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged; (ii) the Originating Lender shall remain solely responsible for the performance of such obligations; (iii) Borrower, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents; (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums; and (v) all amounts payable by Borrower hereunder shall be determined as if anysuch Lender had not sold such participation; except that, specified if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrower, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation or proposed assignment or participation, such assignee(s) or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any disclose all documents and information which it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction may have relating to Borrower or Borrower's business. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and the Loan, provided such persons shall be notified interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the confidential nature of Federal Reserve Bank or U.S. Treasury Regulation 31 CFR Section203.14, and such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment Federal Reserve Bank may enforce such pledge or participation) of its security interest in the Loanany manner permitted under applicable law.

Assignments and Participations. (a) Any Lender may sell or offer may, with the written consent of Agent (provided that no written consent of Agent shall be required in connection with any assignment and delegation by a Lender to sell the Loan or interests therein an Eligible Transferee), assign and delegate to one or more assignees (each an "Assignee") all, or participants any ratable part -------- of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided, however, that Borrowers and Agent may continue to deal -------- ------- solely and directly with such Lender in connection with the interest so assigned to an Assignee until (“Lender’s Sale Right”)i) written notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance in form and substance satisfactory to Agent, and (iii) the assignor Lender or Assignee has paid to Agent for Agent's separate account a processing fee in the amount of $5,000. Provided no Default then exists beyond any applicable cure periodAnything contained herein to the contrary notwithstanding, Lender’s Sale Right shall be subject to the consent of the Borrower, which consent Agent shall not be unreasonably withheldrequired (and payment of any fees shall not be required) if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of such Lender. (“b) From and after the date that Agent notifies the assignor Lender (with a copy to Administrative Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance and payment of the preceding sentence above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its ------------ obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Borrowers and the Assignee. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrowers or the performance or observance by Borrowers of any of their obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement, Borrower consents together with such other documents and information as it has deemed appropriate to the make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, and (6) such Assignee agrees that it will perform all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender. (d) Immediately upon each Assignee's making its processing fee payment under the Assignment and (ii) any assignees or participants Acceptance and receipt and acknowledgment by Agent of the Lender (“Lender’s Assignee”) such fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) Any Lender may at any time, with the written consent of Agent, sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "Participant") participating interests ----------- in its Obligations, the Commitment, and the other rights and interests of that Lender (the "Originating Lender") hereunder and under the other Loan Documents ------------------ (provided that no written consent of Agent shall be required in connection with any sale of any such participating interests by a Lender to an Eligible Transferee); provided, however, that (i) the Originating Lender shall remain a -------- ------- "Lender" for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and the Originating Lender's obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums; and (v) all amounts payable by Borrowers hereunder shall be determined as if anysuch Lender had not sold such participation; except that, specified if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (f) In connection with any such assignment or participation, such assignee(s) participation or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via proposed assignment or participation, a Lender may, subject to Section 16.17, disclose all documents and information which it now or hereafter may have relating to Borrowers or Borrowers' business. (g) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the LoanFederal Reserve Bank or U.S. Treasury Regulation 31 CFR Section.203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments and Participations. (a) Any Lender may sell or offer to sell the Loan or interests therein assign and delegate to one or more assignees (each an “Assignee”) that are Eligible Transferees all, or participants any ratable part of all, of the Obligations, the Commitments and the other rights and obligations of such Lender hereunder and under the other Loan Documents, in a minimum amount of $5,000,000; provided, however, that Borrowers and Agent may continue to deal solely and directly with such Lender in connection with the interest so assigned to an Assignee until (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure periodi) written notice of such assignment, Lender’s Sale Right shall be subject together with payment instructions, addresses, and related information with respect to the consent Assignee, have been given to Administrative Borrower and Agent by such Lender and the Assignee, (ii) such Lender and its Assignee have delivered to Administrative Borrower and Agent an Assignment and Acceptance, and (iii) the assigning Lender or Assignee has paid to Agent for Agent’s separate account a processing fee in the amount of $3,500. Anything contained herein to the Borrowercontrary notwithstanding, which consent the payment of any fees shall not be unreasonably withheldrequired and the Assignee need not be an Eligible Transferee if such assignment is in connection with any merger, conditionedconsolidation, sale, transfer, or delayed other disposition of all or any substantial portion of the business or loan portfolio of the assigning Lender. (“b) From and after the date that Agent notifies the assigning Lender (with a copy to Administrative Borrower’s Sale Approval”). Notwithstanding ) that it has received an executed Assignment and Acceptance and payment of the preceding sentence above-referenced processing fee, (i) the Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have the rights and obligations of a Lender under the Loan Documents, provided that, other than as a result of any change in law or other event occurring thereafter which is not in the control of such Assignee, no Assignee (including an Assignee that is already a Lender hereunder at the time of such assignment) shall be entitled to receive any greater amount pursuant to Section 15.11 than that to which the Assigning Lender would have been entitled to receive had no such assignment occurred, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned by execution it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect to Section 10.3 hereof) and be released from any future obligations under this Agreement (and in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, such Lender shall cease to be a party hereto and thereto), and such assignment shall effect a novation between Borrowers and the Assignee; provided, however, that nothing contained herein shall release any assigning Lender from obligations that survive the termination of this Agreement, Borrower consents including such assigning Lender’s obligations under Article 16 and Section 16.7 of this Agreement. (c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (1) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (2) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Credit Party or its Subsidiaries or the performance or observance by any Credit Party or its Subsidiaries of any of its obligations under this Agreement or any other Loan Document furnished pursuant hereto, (3) such Assignee confirms that it has received a copy of this Agreement and the Subordination Agreements, together with such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance, (4) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender’s sale of interests in the Loan to two participants , and based on such documents and information as it shall deem appropriate at the closing time, continue to make its own credit decisions in taking or not taking action under this Agreement, (5) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof, together with such powers as are reasonably incidental thereto, (6) such Assignee agrees that it will perform all of the Loan obligations which by the terms of this Agreement are required to be performed by it as a Lender, and (ii7) any assignees or participants such Assignee expressly assumes all rights and obligations of such assigning Lender under the Subordination Agreements and agrees to be bound by the terms thereof. (d) Immediately upon Agent’s receipt of the Lender (“Lender’s Assignee”) required processing fee payment and the fully executed Assignment and Acceptance, this Agreement shall not be subject deemed to the Borrower’s Sale Approval. If the Borrower shall execute, acknowledge and deliver any and all instruments reasonably requested by Lender in connection therewith, and be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the Commitments arising therefrom. The Commitment allocated to each Assignee shall reduce such Commitments of the assigning Lender pro tanto. (e) The Agent shall, on behalf of the Borrowers, maintain at its address a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Obligations owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Obligations and any notes evidencing such Obligations recorded therein for all purposes of this Agreement. Any assignment of any portion of the Obligations, whether or not evidenced by a note, shall be effective only upon appropriate entries with respect thereto being made in the Register (and each note shall expressly so provide). Any assignment or transfer of all or part of the Obligations evidenced by a note shall be registered on the Register only upon surrender for registration of assignment or transfer of the note evidencing such Obligations, accompanied by a duly executed Assignment and Acceptance; thereupon one or more new notes in the same aggregate principal amount shall be issued to the designated assignee, and the old notes shall be returned by the Agent to the Administrative Borrower marked “canceled.” The Register shall be available for inspection by the Borrowers and each Lender (with respect to any entry relating to such Lender’s portion of the Obligations) at any reasonable time and from time to time upon reasonable prior notice. (f) Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a “Participant”) participating interests in its Obligations, the Commitment, and the other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan Documents; provided, however, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Commitments, and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through such Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrowers hereunder shall be determined as if anysuch Lender had not sold such participation, specified except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collections of Borrowers or their Subsidiaries, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. (g) In connection with any such assignment or participation, such assignee(s) participation or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via proposed assignment or participation, a Lender may, subject to the provisions of Section 16.7, disclose all documents and information which it now or hereafter may have relating to the Credit Parties and their respective Subsidiaries and their respective businesses. (h) Any other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the LoanFederal Reserve Bank or U.S. Treasury Regulation 31 CFR § 203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Assignments and Participations. (a) Each Lender may sell may, with the written consent of the Borrower and the Administrative Agent, which consents shall not be unreasonably withheld and, in the case of the Borrower, (A) shall not be required with respect to assignments of Advances (but shall be required with respect to Commitments) while an Event of Default has occurred and is continuing and (B) shall be deemed given with respect to assignments of Advances (but shall not be so deemed with respect to Commitments) if the Borrower shall not have objected within 10 Business Days following its receipt of written notice of such assignment (and, within five days after written demand by the Borrower (with a copy of such demand to the Administrative Agent) to (i) any Defaulting Lender, (ii) any Lender that has made a demand for payment pursuant to Section 2.11 or offer 2.14, (iii) any Lender that has asserted pursuant to sell Section 2.08(b) or 2.12 that it is impracticable or unlawful for such Lender to make Eurocurrency Rate Advances or (iv) any Lender that fails to consent to an amendment or waiver hereunder for which consent of all Lenders (or all affected Lenders) is required and as to which the Loan or interests therein Required Lenders shall have given their consent, such Lender will), assign to one or more assignees Persons (other than natural persons) all or participants a portion of its rights and obligations under this Agreement (“including, without limitation, all or a portion of its Commitment and the Advances owing to it); provided, however, that: (A) such consent shall not be required in the case of an assignment to any other Lender or an Affiliate of any Lender (provided that the Borrower’s written consent (not to be unreasonably withheld) will be required in the case of an assignment of Commitments to an Affiliate of any Lender prior to the end of the Availability Period); provided that written notice thereof shall have been given to the Borrower and the Administrative Agent at least three Business Days prior to the date of any such proposed assignment; provided, further, that the failure of such Lender to give notice to the Borrower and the Administrative Agent as provided herein shall not affect the validity of such assignment; (B) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement; (C) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender or an assignment of all of a Lender’s Sale Right”). Provided rights and obligations under this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no Default then exists beyond any applicable cure period, Lender’s Sale Right event be less than $25,000,000 or an integral multiple of $5,000,000 in excess thereof; (D) each such assignment shall be subject to an Eligible Assignee; (E) each such assignment made as a result of a demand by the consent Borrower pursuant to this Section 9.07(a) shall be arranged by the Borrower with the approval of the Borrower, Administrative Agent (which consent approval shall not be unreasonably withheld) and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that, conditionedin the aggregate, cover all of the rights and obligations of the assigning Lender under this Agreement; (F) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 9.07(a), (1) so long as a Default shall have occurred and be continuing and (2) unless and until such Lender shall have received one or delayed more payments from one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, and from the Borrower or one or more Eligible Assignees in an aggregate amount equal to all other amounts accrued to such Lender under this Agreement (“including, without limitation, any amounts owing under Section 2.11, 2.14 or 9.04(c)) and (3) unless and until the Borrower shall have paid (or caused to be paid) to the Administrative Agent a processing and recordation fee of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment; and (G) the parties to each such assignment (other than, except in the case of a demand by the Borrower pursuant to this Section 9.07(a), the Borrower) shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance and, if such assignment does not occur as a result of a demand by the Borrower pursuant to this Section 9.07(a) (in which case the Borrower shall pay the fee required by subclause (F)(3) of this Section 9.07(a)), a processing and recordation fee of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement, except that such assigning Lender shall continue to be entitled to the benefit of Section 9.04(a) and (b) with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s Sale Approval”rights and obligations under this Agreement, such Lender shall cease to be a party hereto). Notwithstanding . (b) By executing and delivering an Assignment and Acceptance, the preceding sentence Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or the performance or observance by execution the Borrower of any of its obligations under this Agreement or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, Borrower consents together with copies of the financial statements referred to in Section 4.01(e) and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon any Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Lender’s sale of interests Administrative Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in the Loan to two participants at the closing accordance with their terms all of the Loan obligations that by the terms of this Agreement are required to be performed by it as a Lender. (c) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender, an assignee representing that it is an Eligible Assignee and, to the extent its consent is required pursuant to Section 9.07(a), the Borrower, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit B hereto, (i) accept such Assignment and Acceptance, (ii) any assignees or participants of record the Lender information contained therein in the Register and (“Lender’s Assignee”iii) shall not be subject give prompt written notice thereof to the Borrower’s Sale Approval. (d) The Administrative Agent, acting solely for this purpose as the agent of the Borrower, shall maintain at its address referred to in Section 9.02(a) a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount (and stated interest) of the Advances owing to, each Lender from time to time (the “Register”). If The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Each Lender may sell participations to one or more banks or other entities (other than the Borrower or any of its Affiliates or any natural person) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment and the Advances owing to it) without the consent of the Administrative Agent or the Borrower; provided, however, that: (i) such Lender’s obligations under this Agreement (including, without limitation, its Commitment) shall executeremain unchanged; (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; (iii) such Lender shall remain the Lender of any such Advance for all purposes of this Agreement; (iv) the Borrower, acknowledge the Agents and deliver any the other Lenders shall continue to deal solely and all instruments reasonably requested by directly with such Lender in connection therewithwith such Lender’s rights and obligations under this Agreement; and (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of this Agreement, and or any consent to any departure by the Borrower herefrom or therefrom, except to the extentextent that such amendment, if anywaiver or consent would reduce the principal of, specified or stated rate of interest on, the Advances or the stated rate at which any fees or any other amounts payable hereunder are calculated, in any each case to the extent subject to such assignment or participation, such assignee(s) or participant(s) shall have postpone any date fixed for any payment of principal of, or interest on, the same rights and benefits with respect Advances or any fees or any other amounts payable hereunder, in each case to the Loan Documents extent subject to such participation. Each Lender shall promptly notify the Borrower in writing after any sale of a participation by such Lender pursuant to this Section 9.07(e); provided that the failure of such Lender to give notice to the Borrower as provided herein shall not affect the validity of such Person(s) would have if participation or impose any obligations on such Person(s) were Lender hereunder; providedor the applicable participant. Each Lender that sells a participation shall, that none acting solely for this purpose as a non-fiduciary agent of the foregoing shall decrease any rights Borrower, 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 Advances or increase any other obligations of Borrower or Guarantor under the Loan Documents other than (the “Participant Register”); provided that no Lender 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 de minimis extent. Lender may disseminate participant’s interest in any information it now has commitments, loans, letters of credit or hereafter obtains pertaining its other obligations under any Loan Document) to any Person except to the Loanextent that such disclosure is necessary to establish that such commitment, including any security for the Loanloan, any letter of credit or other information on obligation is in registered form under Section 5f.103-1(c) of the Property United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (including environmental reports and assessments)in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (f) Any Lender may, Borrowerin connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.07, any of Borrower’s principals disclose to the assignee or any Guarantor, to any actual participant or prospective proposed assignee or participant, any information relating to Lender’s affiliatesthe Borrower furnished to such Lender by or on behalf of the Borrower; provided that, prior to any regulatory body such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Information relating to the Borrower received by it from such Lender as more fully set forth in Section 9.08. (g) Notwithstanding any other provision set forth in this Agreement, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation and the Advances owing to it) to secure obligations of such Lender, including, without limitation, any pledge or assignment to secure obligations in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or any central bank having jurisdiction over such Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via assignment or participation) of its interest in the Loan.

Assignments and Participations. (a) With the written consent of Parent, Lender may sell or offer to sell the Loan or interests therein assign and delegate to one or more assignees (each an "Assignee") all, or participants (“Lender’s Sale Right”). Provided no Default then exists beyond any applicable cure periodratable part -------- of all, Lender’s Sale Right shall be subject to the consent of the BorrowerObligations and the other rights and obligations of Lender hereunder and under the other Loan Documents; provided, which consent shall not be unreasonably withheldhowever, conditioned, or delayed (“Borrower’s Sale Approval”). Notwithstanding that Parent and -------- ------- its Subsidiaries may continue to deal solely and directly with Lender in connection with the preceding sentence interest so assigned to an Assignee until (i) by execution written notice of this Agreementsuch assignment, Borrower consents together with payment instructions, addresses, and related information with respect to the Lender’s sale of interests in Assignee, have been given to Parent and Borrower by Lender and the Loan to two participants at the closing of the Loan Assignee, and (ii) Lender and its Assignee have delivered to Parent and Borrower an appropriate assignment and acceptance agreement; provided, further, however, that the consent of Parent and Borrower to any assignees or participants of the Lender (“Lender’s Assignee”) -------- ------- ------- assignment shall not be subject required if (a) an Event of Default has occurred and is continuing, or (ii) the proposed assignment is in connection with any merger, consolidation, sale, transfer, or other disposition of all or any substantial portion or the business or loan portfolio of Lender. (b) From and after the date that Lender provides Parent and Borrower with such written notice and executed assignment and acceptance agreement, (i) the Assignee thereunder shall be a party hereto and, to the Borrower’s Sale Approval. If extent that rights and obligations hereunder have been assigned to it pursuant to such assignment and acceptance agreement, shall have the Borrower shall execute, acknowledge assigned and deliver any delegated rights and all instruments reasonably requested by obligations of Lender in connection therewithunder the Loan Documents, and (ii) Lender shall, to the extent that rights and obligations hereunder and under the other Loan Documents have been assigned and delegated by it pursuant to such assignment and acceptance agreement, relinquish its rights (except with respect to Section 11.3 hereof) and be released from its obligations under this ------------ Agreement (and in the case of an assignment and acceptance agreement covering all or the remaining portion of Lender's rights and obligations under this Agreement and the other Loan Documents, Lender shall cease to be a party hereto and thereto), and such assignment shall affect a novation between Parent and Borrower, on the one hand, and the Assignee, on the other hand. (c) Immediately upon Parent's receipt of such fully executed assignment and acceptance agreement, this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to reflect the addition of the Assignee and the resulting adjustment of the rights and duties of Lender arising therefrom. (d) Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons not Affiliates of such Lender (a "Participant") participating interests in the Obligations and the other rights ------------ and interests of Lender hereunder and under the other Loan Documents; provided, -------- however, that (i) Lender shall remain the "Lender" for rightsall purposes of ------- this Agreement and the other Loan Documents and the Participant receiving the participating interest in the Obligations and the other rights and interests of Lender hereunder shall not constitute a "Lender" hereunder or under the other Loan Documents and Lender's obligations under this Agreement shall remain unchanged, (ii) Lender shall remain solely responsible for the performance of such obligations, (iii) Parent, Borrower and Lender shall continue to deal solely and directly with each other in connection with Lender's rights and obligations under this Agreement and the other Loan Documents, (iv) Lender shall not transfer or grant any participating interest under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B) reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or a material portion of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents) supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount of, the interest or fees payable to such Participant through Lender, or (E) change the amount or due dates of scheduled principal repayments or prepayments or premiums, and (v) all amounts payable by Borrower hereunder shall be determined as if anyLender had not sold such participation, specified except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be derivative through Lender and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct rights as to Parent, Borrower, the Collections, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by Lender. (e) Subject to the provisions of Section 16.10, in connection ------------- with any such assignment or participation, such assignee(s) participation or participant(s) shall have the same rights and benefits with respect to the Loan Documents as such Person(s) would have if such Person(s) were Lender hereunder; provided, that none of the foregoing shall decrease any rights or increase any obligations of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Lender may disseminate any information it now has or hereafter obtains pertaining to the Loan, including any security for the Loan, any credit or other information on the Property (including environmental reports and assessments), Borrower, any of Borrower’s principals or any Guarantor, to any actual or prospective assignee or participant, to Lender’s affiliates, to any regulatory body having jurisdiction over Lender, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and the Loan, provided such persons shall be notified of the confidential nature of such information. Borrower shall not be responsible for any Costs incurred by Lender in connection with any transfer (via proposed assignment or participation, a Lender may disclose all documents and information which it now or hereafter may have relating to Parent and its Subsidiaries or the businesses of Parent and its Subsidiaries. (f) Any other provision in this Agreement notwithstanding, Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement in favor of any Federal Reserve Bank in accordance with Regulation A of the LoanFederal Reserve Bank or U.S. Treasury Regulation 31 CFR (S)203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.