Common use of Assignment; Participation Clause in Contracts

Assignment; Participation. (a) All the terms and provisions of this Note shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns and shall inure to the benefit of and be enforceable by any holder hereof. (b) Bank may at any time pledge or assign all or any portion of its rights under this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, each Borrower, TRG, Administrative Agent, the Banks and be enforceable by any holder hereof. (b) their respective successors and permitted assigns. No Borrower Party may assign or transfer its rights or obligations hereunder. Any Bank may at any time pledge grant to one or more banks or other institutions (each, a “Participant”) participating interests in its Loan (each, a “Participation”) subject, provided there exists no Event of Default, to Borrowers’ consent, which consent shall not be unreasonably withheld or delayed. In the event of any such grant by a Bank of a Participation, whether or not Borrowers or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and Borrowers and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations hereunder. Any agreement pursuant to which any Bank may grant a Participation shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrowers hereunder and under any other Loan Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided, however, that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver described in clauses (1) through (6) in the first paragraph of Section 12.02 without the consent of the Participant. Any Bank may at any time assign to any bank or other institution (an “Assignee”) with the consent of Administrative Agent and, so long as no Event of Default exists, of Borrowers, which consents shall not be unreasonably withheld or delayed, all, or a proportionate part of all, of its rights and obligations under this Agreement and its Note(s), and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in each case, after giving effect to such assignment, the Assignee’s Loan Commitment, and, in the case of a partial assignment, the assigning Bank’s Loan Commitment, each will be equal to or greater than $10,000,000. No consent of Borrowers or Administrative Agent shall be required for any assignment to a bank or other institution that is already a Bank. Additionally, no such consent(s) shall be required for the assignment by a Bank to one or more banks or other institutions which are Affiliates of such Bank, but in the event of any such assignment without such consent(s) the assigning Bank shall not be released of its obligations with respect to the assigned Loan Commitment. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent’s own account, in the amount of $3,500 and payment of the reasonable legal fees necessary for the preparation and execution of a Note and other documents needed to effectuate such assignment, such Assignee shall be a Bank Party to this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall be released from its obligations hereunder to a corresponding extent (except as otherwise set forth above), and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute Notes shall be issued to the assigning Bank (in the case of a partial assignment) and Assignee by the applicable Borrowers, in exchange for the return of the original Note(s). The obligations evidenced by such substitute Notes shall constitute “Obligations” for all purposes of this Agreement and the other Loan Documents and shall be secured by the Mortgages. In connection with the applicable Borrower’s execution of substitute Notes as aforesaid, such Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute Notes and any related documents as Administrative Agent may reasonably request. If the Assignee is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrowers and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13. No Bank may assign its rights hereunder or any part thereof to any Borrower or any Affiliate of any Borrower. Any Bank may at any time freely assign all or any portion of its rights under this Note Agreement and its Notes to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release the transferor Bank from its obligations under hereunder. Each Borrower recognizes that in connection with a Bank’s selling of Participations or making of assignments, any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to timeall documentation, financial statements, appraisals and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall executedata, or cause to be executedcopies thereof, such documents, including without limitation, amendments to this Note and relevant to any other Loan Documents, as Bank shall deem necessary Borrower or the Loans may be exhibited to effect the foregoingand retained by any such Participant or Assignee or prospective Participant or Assignee. In addition, at the request such documentation etc. may be exhibited to and retained by Affiliates of Bank a Bank. In connection with a Bank’s delivery of any financial statements and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, appraisals to any such Participant or Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such or prospective Participant or Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from also deliver its obligations hereunder and thereunder standard confidentiality statement indicating that the same are delivered on a confidential basis. Each Borrower agrees to provide all assistance reasonably requested by a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of enable such Bank to sell Participations or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance make assignments of its obligations hereunder and Bxxxxxxx shall continue Loan as permitted by this Section. Each Bank agrees to deal solely and directly provide the applicable Borrowers with Bank in connection with notice of all Participations sold by such Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, the Company, the Administrative Agent, the Banks and be enforceable by any holder hereof. (b) their respective successors and permitted assigns. The Company may not assign or transfer its rights or obligations hereunder. Any Bank may at any time pledge grant to one or more banks or other Persons (each a "Participant") participating interests in its portion of the Loans. In no event shall a Participant constitute a Bank for purposes hereof, except that any Participant that is chartered under the Farm Credit Act of 1971, as amended, shall be deemed to be a Bank hereunder solely for purposes of voting rights. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to the Company and the Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder, and the Company and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Company hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification, or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment, or waiver of this Agreement described in the proviso in Section 10.01 without the consent of the Participant. All Loans that are made by CoBank and that are retained for its own account and are not included in any grants of participation interests shall be entitled to patronage distributions in accordance with the bylaws of CoBank and its practices and procedures related to patronage distributions. Accordingly, all Loans that are included in a grant of participation interest of CoBank shall not be entitled to patronage distributions. Any Bank may at any time assign to one or more banks or other Persons (each an "Assignee") a proportionate part of all of its rights and obligations under this Agreement and its Note, and such Assignee shall assume such rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the Bank, in substantially the form of Exhibit H, with and subject to the consent of the Administrative Agent and the Company (which consent of the Company and the Administrative Agent will not be unreasonably withheld or delayed) provided, that: (1) during the occurrence and continuance of any Potential Default or Event of Default neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (2) if the Assignee of any Bank is an affiliate of such Bank, neither the consent of the Administrative Agent nor the consent of the Company shall be required for such assignment; (3) the minimum amount that may be assigned shall be $10,000,000, except in the case of any assignment of a Bank's entire Commitment or in the case of any assignment from one Bank to another Bank; (4) the assigning Bank or Assignee shall pay the Administrative Agent a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500), except in the case of any assignment from one Bank to another Bank; and (5) no assignment shall be made hereunder unless in conjunction therewith the assigning Bank shall have assigned a proportionate part (based upon the percentage of the assigning Bank's aggregate Commitment being assigned hereunder) of all of its rights and obligations as lender under the Statesman Credit Facility. Upon execution and delivery of such instrument and payment by such Assignee to the assigning Bank of an amount equal to the purchase price agreed between the Bank and such Assignee, such Assignee shall be a Bank under this Agreement and shall have all the rights and obligations of a Bank with the Commitments as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, a new Note or Notes shall be issued by the Company. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Company and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.12. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release the transferor Bank from its obligations under any hereunder. The Company agrees to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in or make assignments of its portion of the Loan Documents. (c) Bank shall have Loans as permitted by this Section 10.04. The Banks will not disclose any confidential information about the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and Company to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one potential assignee or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and participant without the consent of or notice to Borrowerthe Administrative Agent and the Company, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of which consent will not be unreasonably withheld by the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunderCompany. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns and shall inure to the benefit of and be enforceable by any holder hereof. (b) Bank may at any time pledge or assign all or any portion of its rights under this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without BxxxxxxxXxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx Xxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of, Borrower, Administrative Agent, the Banks and their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Subject to the provisions of and be enforceable by Section 10.14, any holder hereof. (b) Bank may at any time pledge or assign all or any portion of its rights under this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “"Participant”") participating interests in Bank’s obligation its Loan (each a "Participation") subject to lend hereunder and/or the consent of Fleet and PNC, which consents shall not be unreasonably withheld or delayed, and provided that any or all such Participation shall be in the minimum amount of the loans held by Bank hereunderTen Million Dollars ($10,000,000). In the event of any such grant by a Bank of a participating interest Participation to a Participant, whether or not upon notice to BorrowerBorrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder hereunder, and Bxxxxxxx Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s 's rights and obligations hereunder. (e) . Any agreement pursuant to which any Bank may furnish grant a Participation shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any information concerning Borrower other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in its possession from Section 12.02 without the consent of the Participant. Subject to the provisions of Section 10.14, any Bank having a Loan Commitment in an amount equal to or exceeding Fifteen Million Dollars ($15,000,000) may at any time assign to time to prospective Assignees any bank or other institution, with the acknowledgment of Administrative Agent and Participantsthe consent of Fleet, PNC and, provided that there exists no Event of Default, of Borrower, which consents shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other institutions which are majority owned subsidiaries of a Bank shall require any such prospective or to the Parent of a Bank (each Consented Assignee or Participant to agree in writing to maintain the confidentiality of such information.subsidiary bank or institution, an

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of, Borrower, Administrative Agent, the Banks and their respective successors and permitted assigns. Except as provided in Section 7.01, the Borrower may not assign or transfer any of its rights or obligations hereunder or under any other Loan Document without the prior written consent of all the Banks (and any attempted such assignment or transfer without such consent shall be enforceable null and void). Except as otherwise provided under Section 12.04, nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Fronting Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (b) of this Section) and, to the extent expressly contemplated hereby, the Affiliates and their respective directors, officers, employees, agents and advisors of each of the Administrative Agent, the Fronting Bank and the Banks) any legal or equitable right, remedy or claim under or by any holder hereofreason of this Agreement. (b) Subject to Section 12.05(e), prior to the occurrence of an Event of Default, any Bank may at any time, grant to an existing Bank or one or more banks, finance companies, insurance companies or other entities, other than a natural person or the Borrower and its Affiliates or a Defaulting Lender (a “Participant”), in minimum amounts for a voting participation of not less than $5,000,000 (or any lesser amount in the case of voting participations to an existing Bank or any lesser amount equal to such Bank’s entire remaining amount of Loans and Loan Commitments) participating interests in its Loan Commitment or any or all of its Loans. After the occurrence and during the continuance of an Event of Default, any Bank may at any time pledge or assign all or any portion of its rights under this Note grant to any of Person, other than a natural person or the twelve Borrower and its Affiliates, in any amount (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each also a “Participant”) ), participating interests in Bank’s obligation to lend hereunder and/or its Loan Commitment or any or all of its Loans. Any participation made during the loans held continuation of an Event of Default shall not be affected by Bank hereunderthe subsequent cure of such Event of Default. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to BorrowerBorrower and Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder hereunder, and Bxxxxxxx Xxxxxxxx and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations hereunder. (e) under this Agreement. Any agreement pursuant to which any Bank may furnish grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any information concerning Borrower in its possession from time other Loan Document, including, without limitation, the right to time to prospective Assignees and Participantsapprove any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank shall require will not agree to any such prospective Assignee modification, amendment or waiver of this Agreement described in clause (1), (2), (3), (4), (5), (6) or (7) of Section 12.02 without the consent of the Participant (subject to agree in writing to maintain the confidentiality final proviso of such informationthe first sentence of Section 12.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, the Co-Borrowers, the Agent, the Banks and be enforceable by any holder hereof. (b) their respective successors and assigns, except that the Co-Borrowers may not assign or transfer their rights or obligations hereunder. Each Bank may at any time pledge or sell participations in or, with the consent of the Agent, assign all or any portion part of its rights under this Note any Loan to any another bank or other entity, in which event (a) in the case of an assignment, upon notice thereof by the twelve (12) Federal Reserve Banks organized under Section 4 of Bank to the Federal Reserve ActCo-Borrowers with a copy to the Agent, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof the assignee shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consenthave, to assign all or any portion the extent of its rights such assignment (unless otherwise provided therein), the same rights, benefits and obligations as it would have if it were a Bank hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicableand, to any such Assignee and, if Bank has retained any the extent of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank assignor shall be released from its obligations hereunder; and (b) in the case of a participation, the participant shall have no rights under the Facility Documents and all amounts payable by the Co-Borrowers hereunder shall be determined as if such Bank had not sold such participation. If any Bank assigns all or part of its Commitments hereunder, (i) the parties to such Assignment shall execute an Assignment and thereunder Acceptance Agreement in the form of Exhibit F hereto, (ii) the Co-Borrowers shall execute new Notes in favor of the Banks in accordance with the new allocations after giving effect to the assignment and (iii) the parties to such assignment shall pay to the Agent a processing and recording fee of $1,500 plus the reasonable costs and expenses of the Agent's counsel. The agreement executed by such Bank in favor of the participant shall not give the participant the right to require such Bank to take or omit to take any action hereunder except action directly relating to (i) the extension of a payment date with respect to any portion of the principal of or interest on any amount outstanding hereunder allocated to such participant, (ii) the reduction of the principal amount outstanding hereunder or (iii) the reduction of the rate of interest payable on such amount or any amount of fees payable hereunder to a corresponding extent. (d) Bank shall have rate or amount, as the unrestricted right at any time and from time case may be, below that which the participant is entitled to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in receive under its agreement with such Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Such Bank may furnish any information concerning Borrower the Co-Borrowers and the Guarantors in its the possession of such Bank from time to time to assignees and participants (including prospective Assignees assignees and Participantsparticipants). Notwithstanding the foregoing, provided or any other provision of this Agreement, the Agent agrees that Bank it shall require not permit its Commitment Proportion to be less than 50% unless, in the Agent's sole judgment, it is required to do so by any such prospective Assignee law, rule, regulation or Participant to agree in writing to maintain the confidentiality order of such informationany governmental authority having jurisdiction over it.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of, Borrower, the Administrative Agent, the Banks and their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Subject to the provisions of and be enforceable by Section 10.14, any holder hereof. (b) Bank may at any time pledge grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (the "Participations") subject to Borrower's consent, provided there exists no Event of Default, which consent shall not be unreasonably withheld or delayed. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not Borrower or the Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and Borrower and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in Section 12.02 without the consent of the Participant. Subject to the provisions of Section 10.14, any Bank having a Loan Commitment in an amount exceeding Fifteen Million Dollars ($15,000,000) may at any time assign to any bank or other institution with the acknowledgment of the Administrative Agent and, provided there exists no Event of Default, the consent of Borrower, which consent shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other institutions which are majority owned subsidiaries of a Bank or to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in each case, after giving effect to such assignment, the Assignee's Loan Commitment, and, in the case of a partial assignment, the assigning Bank's Loan Commitment, each will be equal to or greater than Five Million Dollars ($5,000,000). Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $2,500, on account of Administrative Agent's fees and expenses in connection with such assignment, such Assignee shall be a Bank Party to this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute Ratable Loan Notes shall be issued to the assigning Bank and Assignee by Borrower, in exchange for the return of the original Ratable Loan Note. The obligations evidenced by such substitute notes shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release the transferor Bank from its obligations under hereunder. Borrower recognizes that in connection with a Bank's selling of Participations or making of assignments, any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to timeall documentation, financial statements, appraisals and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall executedata, or cause copies thereof, relevant to Borrower or the Loans may be executed, exhibited to and retained by any such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoingParticipant or assignee or prospective Participant or assignee. In addition, at the request such documentation etc. may be exhibited to and retained by Affiliates of Bank a Bank. In connection with a Bank's delivery of any financial statements and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, appraisals to any such Assignee andParticipant or assignee or prospective Participant or assignee, if such Bank has retained any shall also deliver its standard confidentiality statement indicating that the same are delivered on a confidential basis. Borrower agrees to provide all assistance reasonably requested by a Bank to enable such Bank to sell Participations or make assignments of its rights and obligations hereunder following such assignment, Loan as permitted by this Section. Each Bank agrees to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount provide Borrower with notice of the respective commitments and loans held all Participations sold by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extentBank. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All of the terms and provisions of this Note Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns and shall inure to the benefit of and be enforceable by any holder hereof. (b) of notes executed hereunder. The Bank may at any time pledge or assign all or any portion of its rights under this Note the Loan Documents, including any portion of any note evidencing the Obligations, to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release the Bank from its obligations under any of the Loan Documents. (c) . The Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxxthe Borrower’s or any Guarantor’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and the Borrower agrees and each Guarantor agree that it shall execute, or cause to be executed, execute such documents, including without limitation, amendments to this Note Agreement and to any other Loan Documents, as the Bank shall deem necessary to effect the foregoing. In addition, at the request of the Bank and any such Assignee, the Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if the Bank has retained any of its rights and obligations hereunder following such assignment, to the Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by the Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and the Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by the Bank in connection with such assignment, and the payment by such Assignee of the purchase price agreed to by the Bank and such Assignee, such Assignee shall be a party to this agreement Agreement and shall have all of the rights and obligations of the Bank hereunder (and under any and all of the other Loan Documents) to the extent that such rights and obligations have been assigned by the Bank pursuant to the assignment documentation between the Bank and such Assignee, and the Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) . The Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrowerthe Borrower or any Guarantor, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in the Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunderObligations. In the event of any such grant by the Bank of a participating interest to Participant, whether or not upon notice to the Borrower, the Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx the Borrower shall continue to deal solely and directly with the Bank in connection with the Bank’s rights and obligations hereunder. (e) . The Bank may furnish any information concerning the Borrower in its possession from time to time to prospective Assignees and Participants, provided that the Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions Except as expressly set forth in Article II, Borrower may not sell, assign or otherwise transfer any rights, obligations or other interest of this Note shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns and shall inure to the benefit of and be enforceable by any holder hereof. (b) Bank may at any time pledge Borrower in or assign all or any portion of its rights under this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (cb) Bank Lender and each assignee of all or a portion of the Loan, at their sole cost and expense, shall have the unrestricted right at any time or from time to time, time in its discretion and without Bxxxxxxxthe consent of Borrower to sell, assign, syndicate, Securitize, encumber, hypothecate or otherwise transfer one or more of the Notes or any interest therein (in each case, an “Assignment”) and/or sell a participation interest in one or more of the Notes (a “Participation”) to any Person other than, so long as no Event of Default is continuing, a Prohibited Transferee. Borrower shall and shall cause Guarantor to reasonably cooperate with Lender, at Lender’s consentrequest and sole cost and expense, in order to effectuate any such Assignment, including, without limitation: (i) making changes to the Loan Documents, provided such changes do not result in any increase in the obligations or liabilities of Borrower or decrease in the rights or remedies of Borrower or increase in the rights and remedies of Lender or decrease in the obligations or liabilities of Lender; (ii) bifurcating the Loan pursuant to Section 9.24(b); (iii) promptly delivering updated information, legal opinions and documents in substantially the form delivered on the Closing Date relating to each Required SPE, Guarantor, the Property, the Approved Property Manager and any Tenants as Lender may reasonably request and reasonably be available to Borrower in connection with such Assignment; (iv) participating (including senior management of Borrower or Guarantor) in a bank or investor meeting if requested by Lender; and (v) cooperating with Lender in connection with the preparation of marketing materials related to the Loan. In the case of an Assignment, (i) each assignee shall have, to assign all or any portion the extent of its such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to one or more banks or other financial institutions (each an “Assignee”)Assignment, relinquish its rights and be released from its obligations under this Agreement arising from and after the date of such Assignment, and Borrower agrees that it (iii) SAS shall executeserve as agent (“Agent”) for all Lenders and shall be the sole party to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders (subject, in each case, to appointment of a Servicer, pursuant to Section 9.22, to receive such notices, requests and other communications and/or to grant or withhold consents, as the case may be). Agent shall maintain, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documentsmaintained, as Bank non-fiduciary agent for Borrower, a register on which it shall deem necessary enter the name or names of the registered owner or owners from time to effect time of the foregoingNotes. In addition, at the request Upon effectiveness of Bank and any such AssigneeAssignment of any Note in part, Borrower shall issue one or more new promissory noteswill promptly provide to the assignor and the assignee separate Notes in the amount of their respective interests (but, as if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note, upon return of the Note then being replaced provided in no event shall such Notes exceed the then outstanding principal amount of the Loan. Each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive from Lender all information received by Lender under this Agreement; provided that Lender shall not provide to any such Assignee and, if Bank parties any information relating to the Guarantor or any properties owned by Guarantor (other than the Property) that Borrower has retained identified as confidential unless (i) it obtains a customary confidentiality undertaking (or deemed undertaking) from the recipient thereof and reasonably acceptable to Borrower and (ii) the applicable information or materials are not otherwise available in the public domain. After the effectiveness of any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge ofAssignment, the liability evidenced by party conveying the promissory note held by Bank Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement that such assigning Lender had prior to such assignment and shall reflect with respect to matters occurring prior to the amount date of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (dc) Bank shall have the unrestricted right at If, pursuant to this Section, any time and interest in this Agreement or any Note is transferred to any transferee, such transferee shall, promptly upon receipt of written request from time to time, and without the consent of or notice to Borrower, furnish to grant to one Borrower Form W-9, Form W-8BEN or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to ParticipantForm W-8ECI, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunderas applicable. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns and shall inure to the benefit of and be enforceable by any holder hereof. (b) Bank Any Lender may at any time pledge grant to one or more banks or other institutions not affiliated with Borrower or Guarantor (each a "Participant") participating interests in its Pro Rata Share of the Loan (the "Participations"). In the event of any such grant by a Lender of a Participation to a Participant, such Lender shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations hereunder. Any agreement pursuant to which any Lender may grant a Participation shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver described in clauses (i) through (vii) of Section 8.06 without the consent of the Participant. Upon request by Borrower, each Lender agrees to provide Borrower with notice of all Participations sold by such Lender. Borrower agrees to provide all assistance reasonably requested by a Lender to enable such Lender to sell Participations as aforesaid, or make assignments of its interest in the Loan as hereinafter provided in this Section. A Lender may at any time assign to any bank or other institution not affiliated with Borrower or Guarantor with the consent of Administrative Agent, which consents shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other institutions which are majority owned subsidiaries of a Lender or of the parent of a Lender (each Consented Assignee or subsidiary bank or institution, an "Assignee") all or a proportionate part of all of its rights and obligations under this Agreement and its Note, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Lender, provided that, after giving effect to such assignment, in each case, the Assignee's portion of the Loan and, in the case of a partial assignment of a Lender's interest, the assigning Lender's portion of the Loan will each be equal to or greater than $5,000,000. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the assigning Lender of an amount equal to the purchase price agreed between such Lender and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $3,500, such Assignee shall be a party to this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the assigning Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute notes, in the form of EXHIBIT D, shall be issued to the assigning Lender (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the assigning Lender's original Note. All such substitute notes shall constitute "Notes" and the obligations evidenced by such substitute notes shall constitute obligations secured by the Mortgage. In connection with Borrower's execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute notes and any related documents as Administrative Agent may reasonably request. If the Assignee is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 7.13. Borrower, Administrative Agent and Lenders shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with assignments in accordance with the foregoing provisions of this Section. Any Lender may at any time assign all or any portion of its rights under this Agreement and its Note to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release Bank the transferor Lender from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and hereunder. Borrower agrees recognizes that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignmenta Lender's selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and the payment by Assignee of the purchase price agreed to by Bank and such Assigneeother data, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assigneeor copies thereof, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice relevant to Borrower, Guarantor or the Loan may be exhibited to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held and retained by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether Participant or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or prospective Participant to agree in writing to maintain the confidentiality of such informationor Assignee.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, the Banks and be enforceable by any holder hereof. (b) their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Any Bank may at any time pledge grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a "Participation"). In the event of any such grant by a Bank of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (1) through (5) of Section 12.02 without the consent of the Participant. Any Bank may at any time assign to any bank or other institution with the acknowledgment of Administrative Agent and the consent of Co-Agents and, provided there exists no Event of Default, Borrower, which consents shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or, without such consents, to one or more banks or other institutions which are majority owned subsidiaries of a Bank or to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in each case, after giving effect to such assignment the Assignee's Loan Commitment, and, in the case of a partial assignment, the assigning Bank's Loan Commitment, each will be equal to or greater than $10,000,000, provided, further, however, that the assigning Bank shall not be required to maintain a Loan Commitment in the minimum amount aforesaid in the event it assigns all of its rights and obligations under this Agreement and its Note. Notwithstanding the provisions of the immediately preceding sentence, the consents of Co-Agents and Borrower shall not be required in the case of assignments by any Bank provided that the Assignee thereunder (or a guarantor of such Assignee's obligations under this Agreement) has a credit rating of AA (or its equivalent) or higher from a nationally recognized rating agency, and provided, further, however, that assignments by Co-Agents shall remain subject to the provisions of Section 10.14. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $3,500, such Assignee shall be a Bank Party to this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute Ratable Loan Notes (and, if applicable, Swing Loan Notes) shall be issued to the assigning Bank and Assignee by Borrower, in exchange for the return of the original Ratable Loan Note (and, if applicable, Swing Loan Note). The obligations evidenced by such substitute notes shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents. In connection with Borrower's execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent evidence, satisfactory to Administrative Agent, of all requisite corporate action to authorize Borrower's execution and delivery of the substitute notes and any related documents. If the Assignee is not incorporated under the Laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13. Each Assignee shall be deemed to have made the representations contained in, and shall be bound by the provisions of, Section 10.13. Notwithstanding the foregoing, any Designated Lender may assign at any time to its Designating Lender, without the consents required by or other limitations set forth in the first sentence of this paragraph, any or all of the Loans it may have funded hereunder and pursuant to its Designation Agreement. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release the transferor Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns and shall inure to the benefit of and be enforceable by any holder hereof. (b) Bank Any Non-Delinquent Lender may at any time pledge grant to one or more banks or other institutions not affiliated with Borrower or Guarantor (each a "Participant") participating interests in its Pro Rata Share of the Loan (the "Participations"). In the event of any such grant by a Lender of a Participation to a Participant, such Lender shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations hereunder. Any agreement pursuant to which any Lender may grant a Participation shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver described in clauses (i) through (vii) of Section 8.06 without the consent of the Participant. Upon request by Borrower, each Lender agrees to provide Borrower with notice of all Participations sold by such Lender. Borrower agrees to provide all assistance reasonably requested by a Lender to enable such Lender to sell Participations as aforesaid, or make assignments of its interest in the Loan as hereinafter provided in this Section. A Lender may at any time assign to any Eligible Assignee not affiliated with Borrower or Guarantor with the consent of Administrative Agent, which consents shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other institutions which are majority owned subsidiaries of a Lender or of the parent of a Lender (each Consented Assignee or subsidiary bank or institution, an "Assignee") all or a proportionate part of all of its rights and obligations under this Agreement and its Note, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Lender, provided that, after giving effect to such assignment, in each case, the Assignee's portion of the Loan and, in the case of a partial assignment of a Lender's interest, the assigning Lender's portion of the Loan will each be equal to or greater than $5,000,000. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the assigning Lender of an amount equal to the purchase price agreed between such Lender and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $3,500, such Assignee shall be a party to this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the assigning Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute notes, in the form of EXHIBIT D, shall be issued to the assigning Lender (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the assigning Lender's original Note. All such substitute notes shall constitute "Notes" and the obligations evidenced by such substitute notes shall constitute obligations secured by the Mortgage. In connection with Borrower's execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute notes and any related documents as Administrative Agent may reasonably request. If the Assignee is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 7.13. Borrower, Administrative Agent and Lenders shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with assignments in accordance with the foregoing provisions of this Section. Any Lender may at any time assign all or any portion of its rights under this Agreement and its Note to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release Bank the transferor Lender from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and hereunder. Borrower agrees recognizes that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignmenta Lender's selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and the payment by Assignee of the purchase price agreed to by Bank and such Assigneeother data, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assigneeor copies thereof, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice relevant to Borrower, Guarantor or the Loan may be exhibited to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held and retained by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether Participant or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or prospective Participant to agree in writing to maintain the confidentiality of such informationor Assignee.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of, the Borrower, the Agent, the Issuing Bank, the Banks and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each Bank may, (x) with the prior written consent of the Agent and the Borrower (which consents shall not be enforceable unreasonably withheld) and the Issuing Bank (which consent may be given or withheld in the sole and absolute discretion of the Issuing Bank) (except that with respect to assignments made by a Bank to an Affiliate thereof, no such consent of either the Agent or the Issuing Bank shall be required) assign or (y) sell participations in, all or any holder hereof. part of its Loans and its Commitment to another bank or other entity, in which event (a) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy of the assignment agreement to the Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided in the applicable assignment agreement), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (b) Bank may at any time pledge or assign all or any portion in the case of its a participation, the participant shall have no rights under this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Facility Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and amounts payable by the Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes under Article 3 shall be issued in replacement of, but determined as if such Bank had not in discharge of, the liability evidenced by the promissory note held by Bank prior to sold such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignmentparticipation. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Such Bank may furnish any information concerning the Borrower and its Subsidiaries in its the possession of such Bank from time to time to assignees and participants (including prospective Assignees assignees and Participants, participants); provided that such Bank shall require any such prospective Assignee assignee or Participant such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such informationinformation on substantially the terms set forth in Section 12.15 hereof. The right of a Bank to assign or participate all or part of its Commitment to a third party shall be subject to the following limitations: (i) each assignment or participation shall be made pro rata between the Commitment and the Bid Loans, (ii) each assignee shall be a commercial bank having minimum capital and surplus of $500,000,000, (iii) each Bank (other than the Agent, in its capacity as a Bank) shall be permitted to make only one assignment and the Agent, in its capacity as a Bank, shall be permitted to make two assignments during the term of the Revolving Credit Facility provided that any such assignee shall also be an assignee under Section 11.05 of the Second Amended and Restated Credit Agreement concurrently with such assignment and such assignment shall be in the same ratable proportion as the assignment of the interests under Section 11.05 of the MSC Credit Agreement and provided further that the Agent by reason of any assignment shall not cease to be a Bank or Agent hereunder, and (iv) the holder of any participation shall not be entitled to any voting rights under this Agreement. There shall be no limit on the number of participations that may be granted by any Bank. Any permitted assignees or participants shall be bound by, and shall be subject to, the provisions of Section 12.01 hereof. Notwithstanding the foregoing, each Bank shall be permitted to assign all or part of its Commitment hereunder to any Federal Reserve Bank in connection with any collateral assignment thereto in the ordinary course of any such Bank's business.

Assignment; Participation. (a) All the terms and provisions of this Note shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns and shall inure to the benefit of and be enforceable by any holder hereof. (b) Bank Any Non-Delinquent Lender may at any time pledge grant to one or more banks or other institutions not affiliated with Borrower or Guarantor (each a “Participant”) participating interests in its Pro Rata Share of the Loan (the “Participations”). In the event of any such grant by a Lender of a Participation to a Participant, such Lender shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder. Any agreement pursuant to which any Lender may grant a Participation shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver described in clauses (i) through (vii) of Section 8.06 without the consent of the Participant. Upon request by Borrower, each Lender agrees to provide Borrower with notice of all Participations sold by such Lender. Borrower agrees to provide all assistance reasonably requested by a Lender to enable such Lender to sell Participations as aforesaid, or make assignments of its interest in the Loan as hereinafter provided in this Section. A Lender may at any time assign to any Eligible Assignee not affiliated with Borrower or Guarantor with the consent of Administrative Agent, which consents shall not be unreasonably withheld or delayed (such assignee, a “Consented Assignee”), or to one or more banks or other institutions which are majority owned subsidiaries of a Lender or of the parent of a Lender (each Consented Assignee or subsidiary bank or institution, an “Assignee”) all or a proportionate part of all of its rights and obligations under this Agreement and its Note, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Lender, provided that, after giving effect to such assignment, in each case, the Assignee’s portion of the Loan and, in the case of a partial assignment of a Lender’s interest, the assigning Lender’s portion of the Loan will each be equal to or greater than $5,000,000. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the assigning Lender of an amount equal to the purchase price agreed between such Lender and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent’s own account, in the amount of $3,500, such Assignee shall be a party to this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the assigning Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute notes, in the form of EXHIBIT D, shall be issued to the assigning Lender (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the assigning Lender’s original Note. All such substitute notes shall constitute “Notes” and the obligations evidenced by such substitute notes shall constitute obligations secured by the Mortgage. In connection with Borrower’s execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute notes and any related documents as Administrative Agent may reasonably request. If the Assignee is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 7.13. Borrower, Administrative Agent and Lenders shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with assignments in accordance with the foregoing provisions of this Section. Any Lender may at any time assign all or any portion of its rights under this Agreement and its Note to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release Bank the transferor Lender from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and hereunder. Borrower agrees recognizes that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignmenta Lender’s selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and the payment by Assignee of the purchase price agreed to by Bank and such Assigneeother data, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assigneeor copies thereof, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice relevant to Borrower, Guarantor or the Loan may be exhibited to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held and retained by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether Participant or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or prospective Participant to agree in writing to maintain the confidentiality of such informationor Assignee.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, the Credit Parties, the Administrative Agent, the Banks and be enforceable by any holder hereof. (b) their respective successors and permitted assigns. The Credit Parties may not assign or transfer its rights or obligations hereunder. Any Bank may at any time pledge grant to one or more banks or other institutions (each a "Participant") participating interests in its portion of the Loans and the Participations. In the event of any such grant by a Bank of a participating interest to a Participant, such Bank shall remain responsible for the performance of its obligations hereunder, and the Credit Parties and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Co-Borrowers hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in Section 14.01 without the consent of the Participant. Any Bank may at any time assign to one or more banks or other institutions (each an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and its Notes, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the Bank, with and subject to the consent of the Administrative Agent provided that, in each case, after giving effect to such assignment each Bank's and each Assignee's portion of the Loans and the Participations will be equal to or greater than Two Million Five Hundred Thousand Dollars ($2,500,000), such amount to be allocated to the Revolving Credit Facility and the Term Loan on a pro-rata basis, and provided, further, that if the Assignee of any Bank is an Affiliate of such Bank, neither the consent of the Administrative Agent nor the consent of the Co-Borrowers shall be required for such assignment. Upon execution and delivery of such instrument and payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Revolving Credit Commitment and obligation to purchase Participations as set forth in such Assignment and Assumption Agreement, and the Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, a new Note or Notes shall be issued by the Co-Borrowers. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Co-Borrowers and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 13.13. Any Bank may at any time assign all or any portion of its rights under this Note Agreement and its Notes to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release the transferor Bank from its obligations under any hereunder. The Co-Borrowers agree to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in or make assignments of its portion of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, Loans and the payment Participations as permitted by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extentSection 14.04. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, the Banks and be enforceable by any holder hereof. (b) their 61 67 respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Any Bank may at any time pledge or assign all or any portion of its rights under this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “"Participant”") participating interests in Bank’s obligation to lend hereunder and/or any or all its Loan (the "Participations"), provided, however, that each Participation shall be in the minimum amount of the loans held by Bank hereunder$10,000,000. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to BorrowerBorrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder hereunder, and Bxxxxxxx Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s 's rights and obligations hereunder. (e) . Any agreement pursuant to which any Bank may furnish grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any information concerning Borrower other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in its possession from clause (1) through (5) of Section 12.02 without the consent of the Participant. Subject to the provisions of Section 10.14, any Bank may at any time assign to time to prospective Assignees any bank or other institution with the acknowledgment of Administrative Agent and Participantsthe consent of Co-Agents and, provided there exists no Event of Default, Borrower, which consents shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other institutions which are majority owned subsidiaries of a Bank or to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in each case, after giving effect to such assignment the Assignee's Loan Commitment, and, in the case of a partial assignment, the assigning Bank's Loan Commitment, each will be equal to or greater than $10,000,000, provided, further, however, that the assigning Bank shall require any such prospective Assignee or Participant to agree in writing not be required to maintain a Loan Commitment in the confidentiality minimum amount aforesaid in the event it assigns all of its rights and obligations under this Agreement and its Note. Upon (i) execution and delivery of such information.instrument, (ii) payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $2,500, such Assignee shall be a Bank Party to this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be ------------------------- binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of, Borrower, Administrative Agent, the Banks and their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. 50 Subject to the provisions of and be enforceable by Section 9.14, any holder hereof. (b) Bank may at any time pledge grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (each a "Participation"), at no cost to Borrower, subject to the consent of Fleet and PNC, which consents shall not be unreasonably withheld or delayed, and provided that any such Participation shall be in the minimum amount of $10,000,000. In the event of any such grant by a Bank of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant a Participation shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement enumerated in Section 11.02 without the consent of the Participant. Subject to the provisions of Section 9.14, any Bank may at any time assign to any bank or other institution, with the acknowledgment of Administrative Agent and the consent of Fleet, PNC and, provided there exists no Event of Default, of Borrower, which consents shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other institutions which are majority owned subsidiaries of a Bank or of the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in each case, after giving -------- effect to such assignment, the Assignee's Loan Commitment, and, in the case of a partial assignment, the assigning Bank's Loan Commitment, each will be equal to or greater than $10,000,000. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $2,500, on account of Administrative Agent's fees and expenses in connection with such assignment, such Assignee shall be a Bank Party to this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute Notes shall be issued to the assigning Bank and Assignee by Borrower, in exchange for the return of the original Note. The obligations evidenced by such substitute notes shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.13. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release the transferor Bank from its obligations under hereunder. Borrower recognizes that in connection with a Bank's selling of Participations or making of assignments, any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to timeall documentation, financial statements, appraisals and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall executedata, or cause copies thereof, relevant to Borrower or the Loans may be executed, exhibited to and retained by any such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoingParticipant or assignee or prospective Participant or assignee. In addition, at the request such documentation etc. may be exhibited to and retained by Affiliates of Bank a Bank. In connection with a Bank's delivery of any financial statements and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, appraisals to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such AssigneeParticipant or assignee or prospective Participant or assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from also deliver its obligations hereunder and thereunder standard confidentiality statement indicating that the same are delivered on a confidential basis. Borrower agrees to a corresponding extent. (d) Bank shall have the unrestricted right provide, at any time and from time to time, and without the consent of or notice no cost to Borrower, all assistance reasonably requested by a Bank to grant enable such Bank to one sell Participations or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance make assignments of its obligations hereunder and Bxxxxxxx shall continue Loan as permitted by this Section. Each Bank agrees to deal solely and directly provide Borrower with Bank in connection with notice of all Participations sold by such Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, the Banks and be enforceable by any holder hereof. (b) Bank their respective successors and permitted assigns. Borrower may at any time pledge not assign or assign all or any portion of transfer its rights under this Note to or obligations hereunder without the prior written consent of each Bank (and any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or attempted assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and transfer without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes consent shall be issued in replacement ofnull and void). Any Bank may, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of Borrower or notice to BorrowerAdministrative Agent, to at any time grant to one or more banks or other financial institutions (other than a natural person, a Defaulting Lender or Borrower or any of Borrower’s Affiliates or Consolidated Businesses) (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunderits Loan (each a “Participation”). In the event of any such grant by a Bank of a participating interest Participation to a Participant, whether or not upon notice to BorrowerBorrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder hereunder, and Bxxxxxxx Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations hereunder.. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in the first proviso to Section 12.02 without the consent of the Participant. Any Participant hereunder shall have the same benefits as any Bank with respect to the yield protection and increased cost provisions of Article III, but a Participant shall not be entitled to receive any greater payment than the Bank granting such Participation would have been entitled to receive. Each Bank that sells a participation shall, acting solely for this purpose as an agent of 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank 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, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Subject to the conditions set forth below, any Bank may assign to one or more assignees (each an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Term Loan Commitment and all or a portion of the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: (ei) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and ParticipantsBorrower, provided that Bank no consent of Borrower shall require be required for an assignment to a Bank, an Affiliate of a Bank, an Approved Fund or, if an Event of Default has occurred and is continuing, any other Assignee; provided that Borrower shall be deemed to have consented to any such prospective assignment unless it shall object thereto by written notice to Administrative Agent within five (5) Banking Days after having received written notice thereof requesting Borrower’s approval and containing a legend that states “REQUEST FOR APPROVAL - FAILURE TO OBJECT TO THIS REQUEST WITHIN FIVE (5) BANKING DAYS SHALL BE DEEMED APPROVAL”; and (ii) Administrative Agent, provided that no consent of Administrative Agent shall be required for an assignment of any Term Loan Commitment to an Affiliate of a Bank, an Approved Fund or an Assignee that is a Bank with a Term Loan Commitment immediately prior to giving effect to such assignment. Such assignments shall be subject to the following additional conditions: (1) except in the case of an assignment to a Bank or Participant an Affiliate of a Bank or an assignment of the entire remaining amount of the assigning Bank’s Term Loan Commitment or Loans, the amount of the Term Loan Commitment or Loans of the assigning Bank subject to agree each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to Administrative Agent) shall not be less than $5,000,000 unless each of Borrower and Administrative Agent otherwise consent, provided that no such consent of Borrower shall be required if an Event of Default has occurred and is continuing; (2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement; (3) the parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $4,500 ($7,500 for any Defaulting Lender); (4) the Assignee, if it shall not be a Bank, shall deliver to Administrative Agent an Administrative Questionnaire in writing which the Assignee designates one or more contacts to maintain whom all syndicate-level information (which may contain material non-public information about Borrower and its related parties or its securities) will be made available and who may receive such information in accordance with the confidentiality Assignee’s compliance procedures and applicable laws, including Federal and state securities laws; and (5) no such assignment shall be made (A) to Borrower or any of such informationBorrower’s Affiliates or Consolidated Businesses, or (B) to any Defaulting Lender or any of its Consolidated Businesses, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of, Borrower, Administrative Agent, the Banks and their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of each Bank (and any attempted assignment or transfer without such consent shall be enforceable by any holder hereof. (b) null and void). Any Bank may may, without the consent of, or notice to, the Borrower, the Administrative Agent or the Issuing Bank, at any time pledge or assign all or any portion of its rights under this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunderits Loan (each a “Participation”). In the event of any such grant by a Bank of a participating interest Participation to a Participant, whether or not upon notice to BorrowerBorrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder hereunder, and Bxxxxxxx Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations hereunder.. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in the first proviso to Section 12.02 without the consent of the Participant. Any Participant hereunder shall have the same benefits as any Bank with respect to the yield protection and increased cost provisions of Article III, but a Participant shall not be entitled to receive any greater payment than the Lender granting such Participation would have been entitled to receive. Subject to the conditions set forth below, any Bank may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loan Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: (ei) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participantsthe Borrower, provided that no consent of the Borrower shall be required for an assignment to a Bank, an Affiliate of a Bank, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; (ii) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Loan Commitment to an assignee that is a Bank with a Loan Commitment immediately prior to giving effect to such assignment; and (iii) the Issuing Bank, provided that no consent of the Issuing Bank shall require be required for an assignment of any Loan Commitment to an assignee that is a Bank with a Loan Commitment immediately prior to giving effect to such prospective Assignee assignment. Such assignments shall be subject to the following additional conditions: (1) except in the case of an assignment to a Bank or Participant an Affiliate of a Bank or an assignment of the entire remaining amount of the assigning Bank’s Loan Commitment or Loans, the amount of the Loan Commitment or Loans of the assigning Bank subject to agree each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement; (3) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; and (4) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire in writing which the assignee designates one or more contacts to maintain whom all syndicate-level information (which may contain material non-public information about the confidentiality of Borrower and its related parties or its securities) will be made available and who may receive such informationinformation in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of, Borrower, Administrative Agent, the Banks and their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder, in whole or in part, without, in each such case, the prior unanimous written consent of the Banks, which consent may be granted or denied by the Banks in their sole and be enforceable by any holder hereof. (b) absolute discretion. Any Non-Delinquent Bank may at any time pledge grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (the "Participations"). In the event of any such grant by a Bank of a participating interest to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clauses (1) through (5) of Section 12.02 without the consent of the Participant. Subject to the provisions of Section 10.14, any Non-Delinquent Bank may at any time assign to any bank or other institution with the acknowledgment of Administrative Agent and the consent of UBS and, provided there exists no Event of Default, of Borrower, which consents shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other institutions which are majority owned subsidiaries of a Bank or to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in each case, after giving effect to such assignment the Assignee's Loan Commitment and, in the case of a partial assignment, the assigning Bank's Loan Commitment, each will be equal to or greater than Fifteen Million Dollars ($15,000,000). Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee and (iii) payment, at Administrative Agent's option, by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of Two Thousand Five Hundred Dollars ($2,500), such Assignee shall be a Bank Party to this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute Ratable Loan Notes shall be issued to the assigning Bank (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the original Ratable Loan Note of the assigning Bank. The obligations evidenced by such substitute notes shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents. In connection with Borrower's execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent evidence, reasonably satisfactory to Administrative Agent, of all requisite corporate, partnership or other action to authorize Borrower's execution and delivery of the substitute notes and any related documents. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13. Each Assignee shall be deemed to have made the representations contained in, and shall be bound by the provisions of, Section 10.13. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release the transferor Bank from its obligations under hereunder. Borrower recognizes that in connection with a Bank's selling of Participations or making of assignments, any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to timeall documentation, financial statements, appraisals and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall executedata, or cause copies thereof, relevant to Borrower or the Loans may be executed, exhibited to and retained by any such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoingParticipant or assignee or prospective Participant or assignee. In addition, at the request connection with a Bank's delivery of Bank any financial statements and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, appraisals to any such Assignee andParticipant or assignee or prospective Participant or assignee, if such Bank has retained any shall also indicate that the same are delivered on a confidential basis. Borrower agrees to provide all assistance reasonably requested by a Bank to enable such Bank to sell Participations or make assignments of its rights and obligations hereunder following such assignment, Loan as permitted by this Section. Each Bank agrees to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount provide Borrower with notice of the respective commitments and loans held all Participations sold by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extentBank. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns and shall inure to the benefit of and be enforceable by any holder hereof. (b) Bank Any Non-Delinquent Lender may at any time pledge grant to one or more banks or other institutions not affiliated with Borrower or Guarantor (each a "Participant") participating interests in its Pro Rata Share of the Loan (the "Participations"). In the event of any such grant by a Lender of a Participation to a Participant, such Lender shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations hereunder. Each Lender agrees for the benefit of Borrower that any agreement pursuant to which any Lender may grant a Participation shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided, however, that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver described in clauses (i) through (vii) of Section 8.12 without the consent of the Participant. Upon request by Borrower, each Lender agrees to provide Borrower with notice of all Participations sold by such Lender, which shall acknowledge and represent compliance with the above terms of this Section 8.13. Subject to the provisions of Section 8.19, Borrower agrees to provide all assistance reasonably requested by a Lender to enable such Lender to sell Participations as aforesaid, or make assignments of its interest in the Loan as hereinafter provided in this Section. A Lender may at any time assign to any financial institution not an Affiliate of Borrower or Guarantor with the consent of Administrative Agent and if to a financial institution which is not an Eligible Lender and provided there exists no Event of Default, with the consent of Borrower, which consents shall not be unreasonably withheld or delayed (such assignee, an "Assignee") all or a proportionate part of all of its rights and obligations under this Agreement and its Note, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Lender, provided no Assignee shall be an Affiliate of Borrower or Guarantor, provided, further, that, (i) concurrently with such assignment, the assigning Lender also assigns, and the Assignee assumes, a proportionate part of the assigning Lender's rights and obligations under the Other Loan and (ii) after giving effect to such assignment (and the related assignment with respect to the Other Loan), in each case, the Assignee's aggregate portion of the Loan and the Other Loan and, in the case of a partial assignment of a Lender's interest, the assigning Lender's aggregate portion of the Loan and the Other Loan will each be equal to or greater than $5,000,000. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the assigning Lender of an amount equal to the purchase price agreed between such Lender and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $3,500, such Assignee shall be a party to this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the assigning Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute notes, in the form of Exhibit E, shall be issued to the assigning Lender (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the assigning Lender's original Note. All such substitute notes shall constitute "Notes" and the obligations evidenced by such substitute notes shall constitute obligations secured by the Mortgage. In connection with Borrower's execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute notes and any related documents as Administrative Agent may reasonably request. Assignee shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction, backup withholding and withholding of any United States federal income taxes in accordance with Section 7.13 and otherwise furnish to Borrower and Administrative Agent such forms, certifications, statements and other documents as either of them may reasonably request from time to time to evidence that such Assignee is entitled to receive any payments to be made to it hereunder without the withholding of any tax or increased liability for any Additional Costs. Borrower, Administrative Agent and Lenders shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with assignments in accordance with the foregoing provisions of this Section. Any Lender may at any time freely assign all or any portion of its rights under this Agreement and its Note to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release Bank the transferor Lender from its obligations under hereunder. Borrower recognizes that in connection with a Lender's selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and other data, or copies thereof, relevant to Borrower, Guarantor or the Loan may be exhibited to and retained by any such Participant or Assignee or prospective Participant or Assignee. A Lender's delivery of any financial statements and appraisals to any such Participant or Assignee or prospective Participant or Assignee shall be done on a confidential basis. In addition to (and without limitation of) any right of setoff, bankers' lien or counterclaim Administrative Agent or any Lender may otherwise have, Administrative Agent and each Lender shall be entitled, but only with the prior consent of the Required Lenders, to offset balances (general or special, time or demand, provisional or final) held by it for the account of Borrower at any of the Loan Documents. (c) Bank shall have the unrestricted right at Administrative Agent's or such Lender's offices against any time amount payable by Borrower to Administrative Agent or from time to time, and without Bxxxxxxx’s consent, to assign all such Lender hereunder or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to under any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request Document which is not paid when due (regardless of Bank and any whether such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice balances are then due to Borrower), to grant to one or more banks or other financial institutions in which case it shall promptly notify Borrower and (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank case of a participating interest Lender) Administrative Agent thereof; provided, however, that Administrative Agent's or such Lender's failure to Participant, whether or give such notice shall not upon notice to Borrower, Bank shall remain responsible for affect the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereundervalidity thereof. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns and shall inure to the benefit of and be enforceable by any holder hereof. (b) Bank Any Lender may at any time pledge grant to one or more banks or other institutions not affiliated with Borrower or Guarantor (each a “Participant”) participating interests in its Pro Rata Share of the Loan (the “Participations”). In the event of any such grant by a Lender of a Participation to a Participant, such Lender shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder. Any agreement pursuant to which any Lender may grant a Participation shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver described in clauses (i) through (vii) of Section 8.06 without the consent of the Participant. Upon request by Borrower, each Lender agrees to provide Borrower with notice of all Participations sold by such Lender. Borrower agrees to provide all assistance reasonably requested by a Lender to enable such Lender to sell Participations as aforesaid, or make assignments of its interest in the Loan as hereinafter provided in this Section. A Lender may at any time assign to any bank or other institution not affiliated with Borrower or Guarantor with the consent of Administrative Agent, which consents shall not be unreasonably withheld or delayed (such assignee, a “Consented Assignee”), or to one or more banks or other institutions which are majority owned subsidiaries of a Lender or of the parent of a Lender (each Consented Assignee or subsidiary bank or institution, an “Assignee”) all or a proportionate part of all of its rights and obligations under this Agreement and its Note, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Lender, provided that, after giving effect to such assignment, in each case, the Assignee’s portion of the Loan and, in the case of a partial assignment of a Lender’s interest, the assigning Lender’s portion of the Loan will each be equal to or greater than $5,000,000. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the assigning Lender of an amount equal to the purchase price agreed between such Lender and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent’s own account, in the amount of $3,500, such Assignee shall be a party to this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the assigning Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute notes, in the form of EXHIBIT D, shall be issued to the assigning Lender (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the assigning Lender’s original Note. All such substitute notes shall constitute “Notes” and the obligations evidenced by such substitute notes shall constitute obligations secured by the Mortgage. In connection with Borrower’s execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute notes and any related documents as Administrative Agent may reasonably request. If the Assignee is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 7.13. Borrower, Administrative Agent and Lenders shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with assignments in accordance with the foregoing provisions of this Section. Any Lender may at any time assign all or any portion of its rights under this Agreement and its Note to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release Bank the transferor Lender from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and hereunder. Borrower agrees recognizes that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignmenta Lender’s selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and the payment by Assignee of the purchase price agreed to by Bank and such Assigneeother data, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assigneeor copies thereof, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice relevant to Borrower, Guarantor or the Loan may be exhibited to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held and retained by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether Participant or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or prospective Participant to agree in writing to maintain the confidentiality of such informationor Assignee.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, the Banks and be enforceable by any holder hereof. (b) their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Any Bank may at any time pledge grant to one or more banks or other institutions (each, a "Participant") participating interests in its Loan (each, a "Participation") subject, provided there exists no Event of Default, to Borrower's consent, which consent shall not be unreasonably withheld or delayed. In the event of any such grant by a Bank of a Participation, whether or not Borrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant a Participation shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided, however, that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver described in clauses (1) through (6) in the first paragraph of Section 12.02 without the consent of the Participant. Any Bank may at any time assign to any bank or other institution with the consent, provided there exists no Event of Default, of Administrative Agent and of Borrower, which consents shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other institutions which are majority owned subsidiaries of a Bank or to the Parent of a Bank or to a Related Entity (each Consented Assignee, subsidiary bank or institution or Related Entity, an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and its Note(s), and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in each case, after giving effect to such assignment, the Assignee's Loan Commitment, and, in the case of a partial assignment, the assigning Bank's Loan Commitment, each will be equal to or greater than $5,000,000. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee and (iii) at Administrative Agent's option, payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $3,500, on account of Administrative Agent's fees and expenses in connection with such assignment, such Assignee shall be a Bank Party to this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute Notes shall be issued to the assigning Bank (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the original Note(s). The obligations evidenced by such substitute Notes shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents and shall be secured by the Mortgages. In connection with Borrower's execution of substitute Notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute Notes and any related documents as Administrative Agent may reasonably request. If the Assignee is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13. Any Bank may at any time freely assign all or any portion of its rights under this Note Agreement and its Notes to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release the transferor Bank from its obligations under hereunder. Borrower recognizes that in connection with a Bank's selling of Participations or making of assignments, any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to timeall documentation, financial statements, appraisals and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall executedata, or cause copies thereof, relevant to Borrower or the Loans may be executed, exhibited to and retained by any such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoingParticipant or Assignee or prospective Participant or Assignee. In addition, at the request such documentation etc. may be exhibited to and retained by Affiliates of Bank a Bank. In connection with a Bank's delivery of any financial statements and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, appraisals to any such Participant or Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such or prospective Participant or Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from also deliver its obligations hereunder and thereunder standard confidentiality statement indicating that the same are delivered on a confidential basis. Borrower agrees to provide all assistance reasonably requested by a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of enable such Bank to sell Participations or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance make assignments of its obligations hereunder and Bxxxxxxx shall continue Loan as permitted by this Section. Each Bank agrees to deal solely and directly provide Borrower with Bank in connection with notice of all Participations sold by such Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of, Borrower, Administrative Agent, the Banks and their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of each Bank (and any attempted assignment or transfer without such consent shall be enforceable by any holder hereof. (b) null and void). Any Bank may may, without the consent of, or notice to, the Borrower or the Administrative Agent, at any time pledge or assign all or any portion of its rights under this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunderits Loan (each a “Participation”). In the event of any such grant by a Bank of a participating interest Participation to a Participant, whether or not upon notice to BorrowerBorrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder hereunder, and Bxxxxxxx Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations hereunder.. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in the first proviso to Section 12.02 without the consent of the Participant. Any Participant hereunder shall have the same benefits as any Bank with respect to the yield protection and increased cost provisions of Article III, but a Participant shall not be entitled to receive any greater payment than the Lender granting such Participation would have been entitled to receive. Subject to the conditions set forth below, any Bank may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loan Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of: (ei) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participantsthe Borrower, provided that no consent of the Borrower shall be required for an assignment to a Bank, an Affiliate of a Bank, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; and (ii) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Loan Commitment or Loan to an assignee that is (A) a Bank shall require any holding Loans immediately prior to giving effect to such prospective Assignee or Participant to agree in writing to maintain the confidentiality assignment, (B) an Affiliate of such informationBank, or (C) an Approved Fund with respect to such Bank. Such assignments shall be subject to the following additional conditions: (1) except in the case of an assignment to a Bank or an Affiliate of a Bank or any Approved Fund or an assignment of the entire remaining amount of the assigning Bank’s Loan Commitment or Loans, the amount of the Loan Commitment or Loans of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement, except that this clause (2) shall not prohibit any Bank from assigning all or a portion of its rights and obligations among separate tranches on a non-pro rata basis; (3) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; and (4) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its related parties or its securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, Lenders and be enforceable by any holder hereof. (b) Bank their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Any Lender may at any time pledge or assign all or any portion of its rights under this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions institutions, insurance companies or investment companies or funds not affiliated with Borrower (each a “"Participant”") participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunderits Loan ("Participations"). In the event of any such grant by Bank a Lender of a participating interest Participation to a Participant, whether or not upon notice to BorrowerBorrower or Administrative Agent was given notice, Bank such Lender shall remain responsible for the performance of its obligations hereunder hereunder, and Bxxxxxxx Borrower and Administrative Agent shall continue to deal solely and directly with Bank such Lender in connection with Bank’s such Lender's rights and obligations hereunder. . Any agreement pursuant to which any Lender may grant a Participation shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided, however, that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement described in sub-clauses (ei) Bank through (ix) of clause (c) of Section 12.02 without the consent of the Participant. Any Lender may furnish at any information concerning time assign (a) to any bank or other financial institution, insurance company or investment company or fund not affiliated with Borrower in its possession from time to time to prospective Assignees and Participantswith the consent of Administrative Agent and, provided there exists no Event of Default, of Borrower, which consents shall not be unreasonably withheld or delayed, or (b) to one or more banks or other financial institutions, insurance companies or investment companies or funds not affiliated with Borrower which are majority owned subsidiaries of a Lender or of the Parent of a Lender or which is the surviving entity in a merger or consolidation of a Lender or its Parent, or which, in the case of an investment company or fund, are managed by the same advisor (each such consented to (under clause (a) above) or permitted (under clause (b) above) bank or other financial institution, insurance company or investment company or fund, an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and its Notes, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Lender, provided that, in each case, after giving effect to such assignment the Assignee's Loan Commitment, and, in the case of a partial assignment, the assigning Lender's Loan Commitment, each will be equal to or greater than $5,000,000, unless otherwise permitted by Administrative Agent (it being understood that Bank in the case of two (2) or more investment companies or funds managed by the same advisor, such minimum Loan Commitments shall require any be calculated by aggregating the Loan Commitments of all such prospective Assignee funds, provided, however, that the Loan Commitment of each such individual investment company or Participant fund shall be equal to agree in writing or greater than $1,000,000, unless otherwise permitted by Administrative Agent); provided, further, however, that the assigning Lender shall not be required to maintain a Loan Commitment in the confidentiality minimum amount aforesaid in the event it assigns all of its rights and obligations under this Agreement and its Notes. Upon (i) execution and delivery of such information.instrument, (ii) payment by such Assignee to the assigning Lender of an amount equal to the purchase price agreed between such Lender and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $3,500 (provided that only one such fee shall be required in the event of a simultaneous assignment to two (2) or more investment companies or funds managed by the same advisor), such Assignee shall be a Lender under this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the assigning Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute Notes shall be issued to the assigning Lender (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the original Notes

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, the Banks and be enforceable by any holder hereof. (b) Bank their respective successors and permitted assigns. Borrower may at any time pledge not assign or assign all or any portion of transfer its rights under this Note to or obligations hereunder without the prior written consent of each Bank (and any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or attempted assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and transfer without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes consent shall be issued in replacement ofnull and void). Any Bank may, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to the Borrower, to the Administrative Agent or the Issuing Bank, at any time grant to one or more banks or other financial institutions (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Consolidated Businesses) (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunderits Loan (each a “Participation”). In the event of any such grant by a Bank of a participating interest Participation to a Participant, whether or not upon notice to BorrowerBorrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder hereunder, and Bxxxxxxx Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations hereunder.. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in the first proviso to Section 12.02 without the consent of the Participant. Any Participant hereunder shall have the same benefits as any Bank with respect to the yield protection and increased cost provisions of Article III, but a Participant shall not be entitled to receive any greater payment than the Bank granting such Participation would have been entitled to receive. Each Bank that sells a participation 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit 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, letter of credit 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 Bank 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 (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Subject to the conditions set forth below, any Bank may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loan Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of: (ei) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participantsthe Borrower, provided that no consent of the Borrower shall be required for an assignment to a Bank, an Affiliate of a Bank, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Banking Days after having received written notice thereof requesting the Borrower’s approval and containing a legend that states “REQUEST FOR APPROVAL - FAILURE TO OBJECT TO THIS REQUEST WITHIN FIVE (5) BANKING DAYS SHALL BE DEEMED APPROVAL”; (ii) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Loan Commitment to an assignee that is a Bank with a Loan Commitment immediately prior to giving effect to such assignment; and (iii) the Issuing Bank, provided that no consent of the Issuing Bank shall require be required for an assignment of any Loan Commitment to an assignee that is a Bank with a Loan Commitment immediately prior to giving effect to such prospective Assignee assignment. Such assignments shall be subject to the following additional conditions: (1) except in the case of an assignment to a Bank or Participant an Affiliate of a Bank or an assignment of the entire remaining amount of the assigning Bank’s Loan Commitment or Loans, the amount of the Loan Commitment or Loans of the assigning Bank subject to agree each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement; (3) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; (4) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire in writing which the assignee designates one or more contacts to maintain whom all syndicate-level information (which may contain material non-public information about the confidentiality Borrower and its related parties or its securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws; and (5) no such assignment shall be made (A) to the Borrower or any of such informationthe Borrower’s Affiliates or Consolidated Businesses, or (B) to any Defaulting Lender or any of its Consolidated Businesses, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.

Assignment; Participation. (a) All the terms and provisions of this Note shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns and shall inure to the benefit of and be enforceable by any holder hereof. (b) Bank Any Lender may at any time pledge grant to one or more banks or other institutions not affiliated with Borrower or Guarantor (each a “Participant”) participating interests in its Pro Rata Share of the Credit Facility (the “Participations”). In the event of any such grant by a Lender of a Participation to a Participant, such Lender shall remain responsible for the performance of its obligations hereunder, and Borrower, each other Lender and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder. Any agreement pursuant to which any Lender may grant a Participation shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Credit Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Credit Document; provided that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver described in clauses (i) through (vii) of Section 10.09 without the consent of the Participant. Upon request by Borrower, each Lender agrees to provide Borrower with notice of all Participations sold by such Lender. Borrower agrees to provide all assistance reasonably requested by a Lender to enable such Lender to sell Participations as aforesaid, or make assignments of its interest in the Credit Facility as hereinafter provided in this Section. A Lender may at any time assign to any bank or other institution not affiliated with Borrower or Guarantor with the consent of Administrative Agent, which consents shall not be unreasonably withheld or delayed (such assignee, a “Consented Assignee”), or to one or more banks or other institutions which are majority owned subsidiaries of a Lender or of the parent of a Lender (each Consented Assignee or subsidiary bank or institution, an “Assignee”) all or a proportionate part of all of its rights and obligations under this Agreement and its Note and the other Credit Documents, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Lender, provided that, after giving effect to such assignment, the Assignee’s portion of the Credit Facility and, in the case of a partial assignment of a Lender’s interest, the assigning Lender’s portion of the Credit Facility will each be equal to or greater than $5,000,000. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the assigning Lender of an amount equal to the purchase price agreed between such Lender and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent’s own account, in the amount of $3,500, such Assignee shall be a party to this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the assigning Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute notes, in the form of Exhibit D, shall be issued to the assigning Lender (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the assigning Lender’s original Note. Without limiting the provisions of Section 2.04, all such substitute notes shall constitute “Notes” and the obligations evidenced by such substitute notes shall constitute obligations secured by the Security Documents. In connection with Borrower’s execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute notes and any related documents as Administrative Agent may reasonably request. If the Assignee is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.13. Borrower, Administrative Agent and Lenders shall execute such modifications to the Credit Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with assignments in accordance with the foregoing provisions of this Section. Any Lender may at any time assign all or any portion of its rights under this Agreement and its Note to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release Bank the transferor Lender from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and hereunder. Borrower agrees recognizes that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignmenta Lender’s selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and the payment by Assignee of the purchase price agreed to by Bank and such Assigneeother data, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assigneeor copies thereof, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice relevant to Borrower, Guarantor or the Credit Facility may be exhibited to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held and retained by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether Participant or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or prospective Participant to agree in writing to maintain the confidentiality of such informationor Assignee.

Assignment; Participation. (a) All the terms and provisions of this Revolving Line Note shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and permitted assigns and shall inure to the benefit of and be enforceable by any holder hereof. (b) . The Bank may at any time pledge or assign all or any portion of its rights under this Revolving Line Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) this Revolving Line Note or any other loan documents. The Bank shall have the unrestricted right at any time or from time to time, and without BxxxxxxxBorrower’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Revolving Line Note and to any other Loan Documentsloan documents, as the Bank shall deem necessary to effect the foregoing. In addition, at the request of the Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of the Bank hereunder (and under any and all other Loan Documentsloan documents) to the extent that such rights and obligations have been assigned by the Bank pursuant to the assignment documentation between the Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) . The Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx Borrower shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) . The Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that the Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information. Loss or Mutilation. Upon receipt of an affidavit of an officer of Bank as to the loss, theft, destruction, or mutilation of this Revolving Line Note, and, in the case of any such loss, theft, destruction or mutilation, upon cancellation of this Revolving Line Note, Borrower will issue, in lieu thereof, a replacement note or other loan document in the same principal amount thereof and otherwise of like tenor. Regulation U. No portion of the proceeds of this Revolving Line Note shall be used, in whole or in part, for the purpose of purchasing or carrying any “margin stock” as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, the Banks and be enforceable by any holder hereof. (b) Bank their respective successors and permitted assigns. Borrower may at any time pledge not assign or assign all or any portion of transfer its rights under this Note to or obligations hereunder without the prior written consent of each Bank (and any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or attempted assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and transfer without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes consent shall be issued null and void).Nothing in replacement ofthis Agreement, but not in discharge ofexpressed or implied, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party construed to this agreement confer upon any Person (other than the parties hereto, their respective successors and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) assigns permitted hereby, Indemnitees, Participants to the extent that such rights and obligations have been assigned by Bank pursuant provided in this Section 12.05 and, to the assignment documentation between extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent or the Banks) any legal or equitable right, remedy or claim under or by reason of this Agreement. Any Bank and such Assigneemay, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of the Borrower or notice to Borrowerthe Administrative Agent, to at any time grant to one or more banks or other financial institutions (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person), a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Consolidated Businesses) (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunderits Loan (each a “Participation”). In the event of any such grant by a Bank of a participating interest Participation to a Participant, whether or not upon notice to BorrowerBorrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder hereunder, and Bxxxxxxx Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations hereunder.. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in the first proviso to Section 12.02 without the consent of the Participant. Any Participant hereunder shall have the same benefits as any Bank with respect to the yield protection, and increased cost and tax provisions of Article III, but a Participant shall not be entitled to receive any greater payment than the Bank granting such Participation would have been entitled to receive. Each Bank that sells a participation 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit 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, letter of credit 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 Bank 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 (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Subject to the conditions set forth below, any Bank may assign to one or more assignees (an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loan Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of: (ei) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participantsthe Borrower, provided that Bank no consent of the Borrower shall require be required for an assignment to a Bank, an Affiliate of a Bank, an Approved Fund or, if an Event of Default has occurred and is continuing, any other Assignee; provided that the Borrower shall be deemed to have consented to any such prospective assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Banking Days after having received written notice thereof requesting the Borrower’s approval and containing a legend that states “REQUEST FOR APPROVAL - FAILURE TO OBJECT TO THIS REQUEST WITHIN FIVE (5) BANKING DAYS SHALL BE DEEMED APPROVAL”; (ii) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Loan Commitment or Loan to an Assignee or Participant that is (A) a Bank holding Loans immediately prior to agree in writing giving effect to maintain the confidentiality such assignment, (B) an Affiliate of such informationBank, or (C) an Approved Fund with respect to such Bank. Such assignments shall be subject to the following additional conditions: (1) except in the case of an assignment to a Bank or an Affiliate of a Bank or any Approved Fund or an assignment of the entire remaining amount of the assigning Bank’s Loan Commitment or Loans, the amount of the Loan Commitment or Loans of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement, except that this clause (2) shall not prohibit any Bank from assigning all or a portion of its rights and obligations among separate tranches of Loans on a non-pro rata basis; (3) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; (4) the Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire in which the Assignee designates one or more contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or its securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws; and (5) no such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Consolidated Businesses, or (B) to any Defaulting Lender or any of its Consolidated Businesses, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person).

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of, the Borrower, the Administrative Agent, the Issuing Bank, the Banks and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of each Bank. Each Bank may, (x) with the prior written consent of the Administrative Agent, the Syndication Agent and the Borrower (which consents shall not be enforceable unreasonably withheld) and the Issuing Bank (which consent may be given or withheld in the sole and absolute discretion of the Issuing Bank) (except that (i) with respect to assignments made by a Bank to an Affiliate thereof, no such consent of any holder hereof. of the Administrative Agent, the Syndication Agent or the Issuing Bank shall be required and (ii) at any time when a Default or an Event of Default shall exist, no consent of the Borrower shall be required) to assign or (y) sell participations in, all or any part of its Loans and its Commitment to another bank or other entity, in which event (a) in the case of an assignment, upon notice thereof by the Bank to the Borrower with a copy of the assignment agreement to the Administrative Agent, the assignee shall have, to the extent of such assignment (unless otherwise provided in the applicable assignment agreement), the same rights, benefits and obligations as it would have if it were a Bank hereunder; and (b) Bank may at any time pledge or assign all or any portion in the case of its a participation, the participant shall have no rights under this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Facility Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and amounts payable by the Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes under Article 5 hereof shall be issued in replacement of, but determined as if such Bank had not in discharge of, the liability evidenced by the promissory note held by Bank prior to sold such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignmentparticipation. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Such Bank may furnish any information concerning the Borrower and its Subsidiaries in its the possession of such Bank from time to time to assignees and participants (including prospective Assignees assignees and Participants, participants); provided that such Bank shall require any such prospective Assignee assignee or Participant such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such informationinformation on substantially the terms set forth in Section 13.15 hereof. The right of a Bank to assign or participate all or part of its Commitment to a third party shall be subject to the following limitations: (i) each assignment or participation shall be made pro rata between the Revolving Credit Commitment, Term Loan Commitment, Commitment and the Bid Loans, (ii) each assignee shall be a commercial bank having minimum capital and surplus of $500,000,000, (iii) each Bank (other than the Administrative Agent and the Syndication Agent, each in its capacity as a Bank) shall be permitted to make only one assignment and the Administrative Agent and the Syndication Agent, each in its capacity as a Bank, shall be permitted to make two assignments during the term of this Agreement provided that the Administrative Agent or Syndication Agent, as the case may be, by reason of any assignment shall not cease to be the Administrative Agent or Syndication Agent, as the case may be, or a Bank hereunder, and (iv) the holder of any participation shall not be entitled to any voting rights under this Agreement. There shall be no limit on the number of participations that may be granted by any Bank. Any permitted assignees or participants shall be bound by, and shall be subject to, the provisions of Section 13.1 hereof. Notwithstanding the foregoing, each Bank shall be permitted to assign all or part of Revolving Credit Loans, Term Loans and/or Bid Loans hereunder to any Federal Reserve Bank in connection with any collateral assignment thereto in the ordinary course of any such Bank's business.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, the Banks and be enforceable by any holder hereof. (b) their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Any Bank may at any time pledge or assign all or any portion of its rights under this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunderits Loan (each a "Participation”). In the event of any such grant by a Bank of a participating interest Participation to a Participant, whether or not upon notice to BorrowerBorrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder hereunder, and Bxxxxxxx Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations hereunder. (e) . Any agreement pursuant to which any Bank may furnish grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any information concerning other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clause (B)(1) through (B)(5) of Section 12.02 without the consent of the Participant. Any Participant hereunder shall have the same benefits as any Bank with respect to the yield protection and increased cost provisions of Article III. Any Bank may at any time assign to any bank or other institution with the consent of Administrative Agent and the Issuing Bank and, provided there exists no Event of Default, Borrower, which consents shall not be unreasonably withheld or delayed (such assignee, an “Assignee”), all, or a proportionate part of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Acceptance executed by such Assignee and the assigning Bank, provided that, in each case, after giving effect to such assignment the Assignee’s Loan Commitment, and, in the case of a partial assignment, the assigning Bank’s Loan Commitment, each will be equal to or greater than $5,000,000, provided, further, however, that the assigning Bank shall not be required to maintain a Loan Commitment in the minimum amount aforesaid in the event it assigns all of its rights and obligations under this Agreement and its Note. Notwithstanding the provisions of the immediately preceding sentence, the consent of Borrower shall not be required in the case of assignments by any Bank provided that the Assignee thereunder (or a guarantor of such Assignee’s obligations under this Agreement) has a credit rating of AA (or its possession equivalent) or higher from a nationally recognized rating agency. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent’s own account, in the amount of $3,500, such Assignee shall be a Bank Party to this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Acceptance, and the assigning Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute Ratable Loan Notes (and, if applicable, Swing Loan Note) shall be issued to the assigning Bank and Assignee by Borrower, in exchange for the return of the original Ratable Loan Note (and, if applicable, Swing Loan Note). The obligations evidenced by such substitute notes shall constitute “Obligations” for all purposes of this Agreement and the other Loan Documents. In connection with Borrower’s execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent evidence, satisfactory to Administrative Agent, of all requisite corporate action to authorize Borrower’s execution and delivery of the substitute notes and any related documents. If the Assignee is not incorporated under the Laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13. Each Assignee shall be deemed to have made the representations contained in, and shall be bound by the provisions of, Section 10.13. Notwithstanding the foregoing, any Designated Lender may assign at any time to its Designating Lender, without the consents required by or other limitations set forth in the first sentence of this paragraph, any or all of the Loans it may have funded hereunder and pursuant to its Designation Agreement. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such assignment shall release the transferor Bank from its obligations hereunder. Borrower recognizes that in connection with a Bank’s selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and other data, or copies thereof, relevant to Borrower or the Loans may be exhibited to and retained by any such Participant or assignee or prospective Assignees Participant or assignee. In connection with a Bank’s delivery of any financial statements and Participantsappraisals to any such Participant or assignee or prospective Participant or assignee, provided that such Bank shall require any also indicate that the same are delivered on a confidential basis. Borrower agrees to provide all assistance reasonably requested by a Bank to enable such prospective Assignee Bank to sell Participations or make assignments of its Loan as permitted by this Section. Each Bank agrees to provide Borrower with notice of all Participations sold by such Bank to other than its Affiliates. Any Bank or Participant to agree may pledge its Loans or Participations as collateral in writing to maintain the confidentiality of such informationaccordance with applicable law.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, the Borrower, the Administrative Agent, the Banks and be enforceable by any holder hereof. (b) their respective successors and permitted assigns. The Borrower may not assign or transfer its rights or obligations hereunder. Any Bank may at any time pledge grant to one or more banks or other institutions (each a "Participant") participating interests in its portion of the Loans and the Participations. In the event of any such grant by a Bank of a participating interest to a Participant, such Bank shall remain responsible for the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of the Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in Section 14.01 without the consent of the Participant. Any Bank may at any time assign to one or more banks or other institutions (each an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and its Notes, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the Bank, with and subject to the consent of the Administrative Agent provided that, in each case, after giving effect to such assignment each Bank's and each Assignee's portion of the Loans and the Participations will be equal to or greater than Two Million Five Hundred Thousand Dollars ($2,500,000), such amount to be allocated to the Revolving Credit Facility and the Term Loan on a pro-rata basis, and provided, further, that if the Assignee of any Bank is an Affiliate of such Bank, neither the consent of the Administrative Agent nor the consent of the Borrower shall be required for such assignment. Upon execution and delivery of such instrument and payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee, such Assignee shall be a Bank party to this Agreement and shall have all the rights and obligations of a Bank with a Revolving Credit Commitment and obligation to purchase Participations as set forth in such Assignment and Assumption Agreement, and the Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, a new Note or Notes shall be issued by the Borrower. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 13.13. Any Bank may at any time assign all or any portion of its rights under this Note Agreement and its Notes to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release the transferor Bank from its obligations under any hereunder. The Borrower agrees to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in or make assignments of its portion of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, Loans and the payment Participations as permitted by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extentSection 14.04. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. Any Lender may at any time grant to one or more banks or other institutions not affiliated with Borrower or Guarantor (aeach a "Participant") participating interests in its Pro Rata Share of the Loan (the "Participations"). In the event of any such grant by a Lender of a Participation to a Participant, such Lender shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder. Any agreement pursuant to which any Lender may grant a Participation shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided, however, that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver described in clauses (i) through (vii) of Section 8.05 without the consent of the Participant. Upon request by Borrower, each Lender agrees to provide Borrower with notice of all Participations sold by such Lender. Borrower agrees to provide all assistance reasonably requested by a Lender to enable such Lender to sell Participations as aforesaid, or make assignments of its interest in the Loan as hereinafter provided in this Section. A Lender may at any time assign to any bank or other institution not affiliated with Borrower or Guarantor with the consent of Administrative Agent and, provided there exists no Event of Default, of Borrower, which consents shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other institutions which are majority owned subsidiaries of a Lender or of the parent of a Lender (each Consented Assignee or subsidiary bank or institution, an "Assignee") all or a proportionate part of all of its rights and obligations under this Agreement and its Note, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Lender, provided that, after giving effect to such assignment, in each case, the Assignee’s aggregate portion of the Loan and, in the case of a partial assignment of a Lender’s interest, the assigning Lender’s aggregate portion of the Loan will each be equal to or greater than $5,000,000. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the assigning Lender of an amount equal to the purchase price agreed between such Lender and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative C056442/0303008/1557238.9 Agent’s own account, in the amount of $3,500, such Assignee shall be a party to this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the assigning Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute notes, in the form of EXHIBIT C, shall be issued to the assigning Lender (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the assigning Lender’s original Note. All such substitute notes shall constitute "Notes" and the terms obligations evidenced by such substitute notes shall constitute obligations secured by the Deed of Trust. In connection with Borrower’s execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute notes and any related documents as Administrative Agent may reasonably request. If the Assignee is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 7.13. Borrower, Administrative Agent and Lenders shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with assignments in accordance with the foregoing provisions of this Note shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns and shall inure to the benefit of and be enforceable by any holder hereof. (b) Bank Section. Any Lender may at any time pledge or assign all or any portion of its rights under this Agreement and its Note to secure obligations of such Lender, including any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment to a Federal Reserve bank, and this Section 8.06 shall not apply to any such pledge or enforcement thereof assignment of a security interest; provided that no such pledge or assignment of a security interest shall release Bank a Lender from any of its obligations under this Agreement or substitute any such assignee for such Lender as a party hereto. Borrower recognizes that in connection with a Lender’s selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and other data, or copies thereof, relevant to Borrower, Guarantor or the Loan may be exhibited to and retained by any such Participant or Assignee or prospective Participant or Assignee. A Lender’s delivery of any documentation, financial statements, appraisals and other data to any such Participant or Assignee or prospective Participant or Assignee, whether in connection with the ongoing administration of the Loan Documents. (c) Bank shall have or the unrestricted right at any time sale or from time to timeprospective sale of an interest in the Loan, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued done on a confidential basis in replacement ofaccordance with Section 8.17(vi) hereof. Notwithstanding the provisions of this Section 8.06, but not in discharge of, the liability evidenced PB Realty may enter into an assignment or participation with PB Capital or an affiliate controlled by the promissory note held by Bank prior to such assignment and or under common control with PB Capital (none of which assignments or participations shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without require the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder). (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of, Borrower, Administrative Agent, the Banks and their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of each Bank (and any attempted assignment or transfer without such consent shall be enforceable by any holder hereof. (b) null and void). Any Bank may may, without the consent of, or notice to, the Borrower, the Administrative Agent or the Issuing Bank, at any time pledge or assign all or any portion of its rights under this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Consolidated Businesses) (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunderits Loan (each a “Participation”). In the event of any such grant by a Bank of a participating interest Participation to a Participant, whether or not upon notice to BorrowerBorrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder hereunder, and Bxxxxxxx Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations hereunder. (e) . Any agreement pursuant to which any Bank may furnish grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any information concerning Borrower other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in its possession from time the first proviso to time Section 12.02 without the consent of the Participant. Any Participant hereunder shall have the same benefits as any Bank with respect to prospective Assignees the yield protection and Participantsincreased cost provisions of Article III, but a Participant shall not be entitled to receive any greater payment than the Bank granting such Participation would have been entitled to receive. Each Bank that sells a participation shall, acting solely for this purpose as an 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 Loans or other obligations under the Loan Documents (the “Participant Register”), provided that no Bank shall require 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 under any Loan Document) 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. The entries in the Participant Register shall be conclusive absent manifest error, and such Bank 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 (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Subject to the conditions set forth below, any Bank may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loan Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: (i) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Bank, an Affiliate of a Bank, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided that the Borrower shall be deemed to have consented to any such prospective Assignee assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Banking Days after having received written notice thereof requesting the Borrower’s approval and containing a legend that states “REQUEST FOR APPROVAL - FAILURE TO OBJECT TO THIS REQUEST WITHIN FIVE (5) BANKING DAYS SHALL BE DEEMED APPROVAL”; (ii) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Loan Commitment to an assignee that is a Bank with a Loan Commitment immediately prior to giving effect to such assignment; and (iii) the Issuing Bank and the Swing Lender, provided that no consent of the Issuing Bank or Participant the Swing Lender shall be required for an assignment of any Loan Commitment to agree an assignee that is a Bank with a Loan Commitment immediately prior to giving effect to such assignment. Such assignments shall be subject to the following additional conditions: (1) except in writing the case of an assignment to maintain a Bank or an Affiliate of a Bank or an assignment of the confidentiality entire remaining amount of the assigning Bank’s Loan Commitment or Loans, the amount of the Loan Commitment or Loans of the assigning Bank subject to each such informationassignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement; (3) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; (4) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its related parties or its securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws; and (5) no such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Consolidated Businesses, or (B) to any Defaulting Lender or any of its Consolidated Businesses, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, the Banks and be enforceable by any holder hereof. (b) their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Any Bank may at any time pledge grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (the "Participations") subject to Borrower's consent, provided there exists no Event of Default, which consent shall not be unreasonably withheld or delayed. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in Section 12.02 without the consent of the Participant. Any Bank having a Loan Commitment in an amount exceeding $15,000,000 may at any time assign to any bank or other institution with the acknowledgment of Administrative Agent and, provided there exists no Event of Default, the consent of Borrower, which consent shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other institutions which are majority owned subsidiaries of a Bank or to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and its Notes, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in each case, after giving effect to such assignment, the Assignee's Loan Commitment, and, in the case of a partial assignment, the assigning Bank's Loan Commitment, each will be equal to or greater than $5,000,000. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee and (iii) at Administrative Agent's option, payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $2,500, on account of Administrative Agent's fees and expenses in connection with such assignment, such Assignee shall be a Bank Party to this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute Notes shall be issued to the assigning Bank (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the original Notes. The oblgations evidenced by such substitute notes shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13. Any Bank may at any time assign all or any portion of its rights under this Note Agreement and its Notes to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release the transferor Bank from its obligations under hereunder. Borrower recognizes that in connection with a Bank's selling of Participations or making of assignments, any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to timeall documentation, financial statements, appraisals and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall executedata, or cause copies thereof, relevant to Borrower or the Loans may be executed, exhibited to and retained by any such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoingParticipant or assignee or prospective Participant or assignee. In addition, at the request such documentation etc. may be exhibited to and retained by Affiliates of Bank a Bank. In connection with a Bank's delivery of any financial statements and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, appraisals to any such Assignee andParticipant or assignee or prospective Participant or assignee, if such Bank has retained any shall also deliver its standard confidentiality statement indicating that the same are delivered on a confidential basis. Borrower agrees to provide all assistance reasonably requested by a Bank to enable such Bank to sell Participations or make assignments of its rights and obligations hereunder following such assignment, Loan as permitted by this Section. Each Bank agrees to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount provide Borrower with notice of the respective commitments and loans held all Participations sold by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extentBank. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of, Borrower, Administrative Agent, Bid Agent, Syndication Agents and Banks and their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. With the consent of and Borrower (which consent shall not be enforceable by unreasonably withheld or delayed), any holder hereof. (b) Bank may at any time pledge or assign all or any portion of its rights under this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “"Participant”") participating interests in Bank’s obligation to lend hereunder and/or any or all its portion of the loans held by Loans, and its Letters of Credit; provided, however, that at all times the selling Bank hereundermust retain for its own account an amount of its Individual 364 Day Facility Commitment equal to or greater than its Minimum Hold. In no event shall a Participant constitute a Bank for purposes hereof. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to BorrowerBorrower and Administrative Agent, such Bank shall remain responsible for the performance of its obligations hereunder hereunder, and Bxxxxxxx Borrower and the Facility Agents shall continue to deal solely and directly with such Bank in connection with such Bank’s 's rights and obligations hereunder. (e) . Any agreement pursuant to which any Bank may furnish grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any information concerning Borrower in its possession from time other Loan Document including, without limitation, the right to time to prospective Assignees and Participantsapprove any amendment, modification or waiver of any provision of this Agreement or any other Loan Document, provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in the proviso in Section 12.01 without the consent of the Participant. Any Bank may at any time assign to one or more banks or insurance companies, investment banks or other financial institutions (each an "Assignee") all, or a part (which are required to be proportional between the 364 Day Facility Commitment and the 364 Day Facility Loans (other than the Bid Loans) of its rights and obligations under this Agreement and its Notes, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and such Bank, with and subject to the consent of each of the Syndication Agents and Borrower (which consent shall not be unreasonably withheld or delayed) provided, that, if the Assignee of any Bank is an Affiliate of such Bank, neither the consent of the Syndication Agents nor the consent of Borrower shall be required for such assignment; provided that, in each case, (1) the Commitments and Credit Facility assigned are equal to or greater than the Minimum Assignment, (2) during the period from the Closing Date to, but not including, October 31, 1997 and at all times thereafter that the assigning Bank is providing an Individual 364 Day Facility Commitment, the Commitments and Credit Facility retained by the assigning Bank are equal to or greater than its Minimum Hold, and (3) the assigning Bank or Assignee shall pay Administrative Agent a processing and recordation fee of Two Thousand Five Hundred Dollars ($2,500) for each assignment. The Bank making the assignment and the Assignee will make whatever arrangement they decide to with regard to the outstanding Letters of Credit of the Bank making the assignment. If the assigning Bank continues to be the issuer of any Letters of Credit then it shall remain a Bank under this Agreement with regard to such Letters of Credit. Upon execution and delivery of such instrument and payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee, such Assignee shall be a Bank Party to this Agreement and shall have all the rights and obligations of a Bank with respect to the Individual 364 Day Facility Commitment as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall require be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, a new Note or Notes shall be issued by Borrower. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 11.14. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to a Federal Reserve Bank. No such prospective Assignee assignment shall release the transferor Bank from its obligations hereunder. Borrower agrees to provide all assistance reasonably requested by a Bank to enable such Bank either to sell participations in or Participant to agree in writing to maintain make assignments of its portion of the confidentiality Loans and Letters of such informationCredit as permitted by this Section.

Assignment; Participation. (a) All the terms and provisions of this Note shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns and shall inure to the benefit of and be enforceable by any holder hereof. (b) Bank Any Lender may at any time pledge grant to one or more banks or other institutions not affiliated with Borrower or Guarantor (each a "Participant") participating interests in its Pro Rata Share of the Credit Facility (the "Participations"). In the event of any such grant by a Lender of a Participation to a Participant, such Lender shall remain responsible for the performance of its obligations hereunder, and Borrower, each other Lender and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations hereunder. Any agreement pursuant to which any Lender may grant a Participation shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Credit Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Credit Document; provided that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver described in clauses (i) through (vii) of Section 10.09 without the consent of the Participant. Upon request by Borrower, each Lender agrees to provide Borrower with notice of all Participations sold by such Lender. Borrower agrees to provide all assistance reasonably requested by a Lender to enable such Lender to sell Participations as aforesaid, or make assignments of its interest in the Credit Facility as hereinafter provided in this Section. A Lender may at any time assign to any bank or other institution not affiliated with Borrower or Guarantor with the consent of Administrative Agent, which consents shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other institutions which are majority owned subsidiaries of a Lender or of the parent of a Lender (each Consented Assignee or subsidiary bank or institution, an "Assignee") all or a proportionate part of all of its rights and obligations under this Agreement and its Note and the other Credit Documents, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Lender, provided that, after giving effect to such assignment, the Assignee's portion of the Credit Facility and, in the case of a partial assignment of a Lender's interest, the assigning Lender's portion of the Credit Facility will each be equal to or greater than $5,000,000. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the assigning Lender of an amount equal to the purchase price agreed between such Lender and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $3,500, such Assignee shall be a party to this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the assigning Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute notes, in the form of Exhibit D, shall be issued to the assigning Lender (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the assigning Lender's original Note. Without limiting the provisions of Section 2.04, all such substitute notes shall constitute "Notes" and the obligations evidenced by such substitute notes shall constitute obligations secured by the Security Documents. In connection with Borrower's execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute notes and any related documents as Administrative Agent may reasonably request. If the Assignee is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 9.13. Borrower, Administrative Agent and Lenders shall execute such modifications to the Credit Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with assignments in accordance with the foregoing provisions of this Section. Any Lender may at any time assign all or any portion of its rights under this Agreement and its Note to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release Bank the transferor Lender from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and hereunder. Borrower agrees recognizes that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignmenta Lender's selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and the payment by Assignee of the purchase price agreed to by Bank and such Assigneeother data, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assigneeor copies thereof, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice relevant to Borrower, Guarantor or the Credit Facility may be exhibited to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held and retained by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether Participant or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or prospective Participant to agree in writing to maintain the confidentiality of such informationor Assignee.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, each Borrower, TRG, Administrative Agent, the Banks and be enforceable by any holder hereof. (b) their respective successors and permitted assigns. No Borrower Party may assign or transfer its rights or obligations hereunder. No Bank may assign or participate its Loan or its interest in this Agreement except as set forth in this Section 12.05. Any Bank may at any time pledge grant to one or more banks or other institutions (each, a “Participant”) participating interests in its Loan (each, a “Participation”) subject, provided there exists no Event of Default, to Borrowers’ consent, which consent shall not be unreasonably withheld or delayed. In the event of any such grant by a Bank of a Participation, whether or not Borrowers or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and Borrowers and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations hereunder. Any agreement pursuant to which any Bank may grant a Participation shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrowers hereunder and under any other Loan Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided, however, that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver described in clauses (1) through (6) in the first paragraph of Section 12.02 without the consent of the Participant. Any Bank may at any time assign to any bank or other institution (an “Assignee”) with the consent of Administrative Agent and, so long as no Event of Default exists, of Borrowers, which consents shall not be unreasonably withheld or delayed, all, or a proportionate part of all, of its rights and obligations under this Agreement and its Note(s), and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in each case, after giving effect to such assignment, the Assignee’s Loan Commitment, and, in the case of a partial assignment, the assigning Bank’s Loan Commitment, each will be equal to or greater than $10,000,000. No consent of Borrowers or Administrative Agent shall be required for any assignment to a bank or other institution that is already a Bank. Additionally, no such consent(s) shall be required for the assignment by a Bank to one or more banks or other institutions which are Affiliates of such Bank, but in the event of any such assignment without such consent(s) the assigning Bank shall not be released of its obligations with respect to the assigned Loan Commitment. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent’s own account, in the amount of $4,500 and payment of the reasonable legal fees necessary for the preparation and execution of a Note and other documents needed to effectuate such assignment, such Assignee shall be a Bank Party to this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall be released from its obligations hereunder to a corresponding extent (except as otherwise set forth above), and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute Notes shall be issued to the assigning Bank (in the case of a partial assignment) and Assignee by the applicable Borrowers, in exchange for the return of the original Note(s). The obligations evidenced by such substitute Notes shall constitute “Obligations” for all purposes of this Agreement and the other Loan Documents and shall be secured by the Mortgages. In connection with the applicable Borrower’s execution of substitute Notes as aforesaid, such Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute Notes and any related documents as Administrative Agent may reasonably request. If the Assignee is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrowers and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13. No Bank may assign its rights hereunder or any part thereof to any Borrower or any Affiliate of any Borrower. Any Bank may at any time freely assign all or any portion of its rights under this Note Agreement and its Notes to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release the transferor Bank from its obligations hereunder. Each Borrower recognizes that in connection with a Bank’s selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and other data, or copies thereof, relevant to any Borrower or the Loans may be exhibited to and retained by any such Participant or Assignee or prospective Participant or Assignee. In addition, such documentation etc. may be exhibited to and retained by Affiliates of a Bank. In connection with a Bank’s delivery of any financial statements and appraisals to any such Participant or Assignee or prospective Participant or Assignee, such Bank shall also deliver its standard confidentiality statement indicating that the same are delivered on a confidential basis. Each Borrower agrees to provide all assistance reasonably requested by a Bank to enable such Bank to sell Participations or make assignments of its Loan as permitted by this Section. Each Bank agrees to provide the applicable Borrowers with notice of all Participations sold by such Bank. Notwithstanding anything to the contrary contained herein, the pledge or assignment by a Bank (the “Transferring Bank”) of all or any part of its interest in the Notes and this Agreement (the “Transferred Interest”) in accordance with the terms of this Agreement to a trustee, administrator or receiver or their respective nominees, collateral agents or collateral trustees (a “Security Trustee”) of a mortgage pool securing covered mortgage bonds issued by an eligible German bank (Pfandbriefbanken) permitted to issue covered mortgage bonds (Hypothekenpfandbriefe) under German bond law (Pfandbriefgesetz 2005, as the same may be amended or modified and in effect from time to time, and/or any substitute or successor legislation thereto) (any such pledge or assignment, a “Pfandbrief Transfer”) shall be permitted subject to the following conditions: (a) Any further pledge or assignment by the Security Trustee of the Transferred Interest or any acquisition of the Transferred Interest by any Person other than the Security Trustee (each, an “Additional Transfer”) shall require the prior written consent of Administrative Agent and Borrowers to the extent provided by the terms of this Agreement. (b) Neither the Pfandbrief Transfer, nor any foreclosure on the Transferred Interest, nor any Additional Transfer, shall result in the release of the Transferring Bank from any of its obligations under this Agreement or the other Loan Documents (and the Transferring Bank shall remain responsible for all of the obligations originally incurred by it under this Agreement and the other Loan Documents with respect to the Transferred Interest), except, in the case of any such Additional Transfer that complies with the terms and provisions of the Loan Documents pursuant to which the Transferring Bank would be released from its obligations accruing from and after the Additional Transfer, for the obligations accruing from and after such Additional Transfer. Consequently, notwithstanding the Pfandbrief Transfer, nor any foreclosure on the Transferred Interest, nor any Additional Transfer, the Transferring Bank shall remain obligated to fund its share of all advances of the Loans, all expense reimbursements, all indemnification payments and all other amounts originally required to be funded by the Transferring Bank under the Loan Documents to the same extent as if no Pfandbrief Transfer, foreclosure on the Transferred Interest, or any Additional Transfer had occurred (except if such Additional Transfer complies with the terms and provisions of the Loan Documents pursuant to which the Transferring Bank would be released from its obligations accruing from and after the Additional Transfer, in which case the Transferring Bank shall be released from any such obligations accruing from and after such Additional Transfer in accordance with the terms of the Loan Documents). (c) Notwithstanding the Pfandbrief Transfer, or any foreclosure on the Transferred Interest, or any Additional Transfer, the Transferring Bank (and not the Security Trustee or any other transferee or assignee) shall have the unrestricted exclusive right at any time or from time and power to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under exercise any and all other approval, consent and voting rights under the Loan Documents) Documents that relate to the extent Transferred Interest, except that, in the case of an Additional Transfer that such rights complies with the terms and obligations have been assigned by Bank provisions of the Loan Documents pursuant to which the assignment documentation between Transferring Bank and such Assignee, and Bank shall would be released from its obligations hereunder accruing from and thereunder after the Additional Transfer, the transferee or assignee shall succeed to a corresponding extentthe rights and powers originally held by the Transferring Bank to exercise any and all approval, consent and voting rights under the Loan Documents with respect to the Transferred Interest. (d) Bank shall have The interest acquired by the unrestricted right at Security Trustee pursuant to the Pfandbrief Transfer or any time and from time to timeforeclosure on the Transferred Interest, and without the consent interest acquired by any other Person pursuant to any Additional Transfer, shall remain subject to all rights, defenses, offsets, claims and counterclaims which Administrative Agent, any Bank or any Borrower may have against the Transferring Bank, except, in the case of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all an Additional Transfer that complies with the terms and provisions of the loans held by Loan Documents pursuant to which the Transferring Bank hereunder. In would be released from its obligations accruing from and after the event Additional Transfer, for any rights, defenses, offsets, claims and counterclaims which Administrative Agent, any Bank or any Borrower may have against the Transferring Bank as a result of any acts or occurrences from and after the date of such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunderAdditional Transfer. (e) Notwithstanding the Pfandbrief Transfer, or any foreclosure on the Transferred Interest, or any Additional Transfer, Administrative Agent, any Bank may furnish and any information concerning Borrower shall be entitled to deal exclusively with the Transferring Bank as the “Bank” with respect to the Transferred Interest, except in the case of an Additional Transfer which complies with the terms and provisions of the Loan Documents pursuant to which the Transferring Bank would be released from its obligations accruing from and after the Additional Transfer, in which case Administrative Agent, any Bank or any Borrower shall be entitled to deal with the transferee or assignee of the Transferred Interest. (f) None of the Pfandbrief Transfer, nor any foreclosure on the Transferred Interest, nor any Additional Transfer shall affect or change in any way any of the rights or obligations with respect to the Transferred Interest. Without limiting the foregoing, any rights or claims of the pledgee or transferee of the Transferred Interest against Administrative Agent shall be subject to the same limitations and exculpations as are set forth with respect to the rights and claims of a “Bank” against Administrative Agent contained herein, and shall not in any event be greater than the rights or claims that could have been asserted by the Transferring Bank in accordance with the Loan Documents with respect to the Transferred Interest had such Pfandbrief Transfer, foreclosure on the Transferred Interest or Additional Transfer not occurred. (g) The pledgee or transferee of any interest pursuant to the Pfandbrief Transfer, any foreclosure on the Transferred Interest or any Additional Transfer shall be bound by the provisions of this Agreement as if it were a “Bank” hereunder. (h) The Transferring Bank shall promptly reimburse Administrative Agent and/or Borrowers for any and all out-of-pocket costs and expenses incurred by Administrative Agent and/or any Borrower in its possession from time to time to prospective Assignees connection with Administrative Agent’s consideration of the request for the consent set forth herein and Participantsin connection with the negotiation and documentation of the same, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such informationincluding, without limitation, reasonable legal fees and expenses.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns and shall inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided, however, that the Issuer may not assign or transfer any holder hereof. (b) Bank may at any time pledge or assign all or any portion of its rights under this Note to any or obligations hereunder without the prior written consent of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank and any such attempted assignment shall be void. No such pledge or assignment or enforcement thereof shall release The Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to may assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions entities (each an collectively, “AssigneeAssignees”), and Borrower agrees that it shall execute, ) all or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request part of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and or obligations hereunder following such assignmenthereunder, to Bankincluding, which new promissory notes shall be issued in replacement of, but not in discharge ofwithout limitation, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendmentsLiquidity Provider Bonds, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that of any such rights and obligations have been assigned by Bank pursuant to assignment the assignment documentation between Bank and such Assignee, and Bank shall be released from relieved of its obligations hereunder and thereunder each Assignee shall have the same rights and benefits hereunder and under the Bonds, as it would have if it were the Bank hereunder; provided, however, that any such assignment by the Bank which would relieve the Bank of any of its duties or obligations hereunder shall not result in the withdrawal or reduction of the ratings assigned by Xxxxx’x, S&P or Fitch to the Bonds and, if the intended assignee is a corresponding extent. (d) Person which is not an Affiliate of the Bank, such assignment shall not be effected without the written consent of the Issuer and the Bond Insurer and written notice to the Trustee and the Remarketing Agent. Additionally, the Bank shall have the unrestricted right at any time to sell, assign, grant or transfer participations in all or part of its obligations hereunder and from time the obligations of the Issuer hereunder to time, and any Participant without the consent of or notice to Borrowerthe Issuer, to grant to one Trustee, the Bond Insurer or more banks or any other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or party; provided, that any or all of participation shall not relieve the loans held by Bank hereunder. In the event of from any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue the Issuer, the Remarketing Agent, Trustee and the Bond Insurer may deal exclusively with the Bank for all purposes of this Agreement, including the making of payment on Liquidity Provider Bonds, notwithstanding such participation. The Purchaser may disclose to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any Participants or prospective Participants any information concerning Borrower or other data or material in its the Purchaser’s possession from time relating to time this Agreement, any Related Document and the Bond Insurer without the consent of or notice to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee the Issuer or Participant to agree in writing to maintain the confidentiality of such informationBond Insurer.

Assignment; Participation. Any Non-Delinquent Lender may at any time, at no cost to Borrower, grant to one or more banks or other institutions, including other Non-Delinquent Lenders (aeach a "Participant") All participating interests in its Pro Rata Share of the terms Loan (each a "Participation") subject to Administrative Agent's consent, which consent shall not be unreasonably withheld or delayed, and provisions provided any such Participation shall be in the minimum amount of $5,000,000 unless the Participant thereunder is a Non-Delinquent Lender. In the event of any such grant by a Lender of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice thereof, such Lender shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations hereunder. Any agreement pursuant to which any Lender may grant a Participation shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Note shall inure Agreement or any other Loan Document; provided, however, that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (i) through (ix) of Section 9.12 without the benefit consent of and be binding upon and be enforceable the Participant. Each Lender agrees to provide Borrower with notice of all Participations sold by such Lender. Borrower agrees to provide all assistance reasonably requested by a Lender to enable such Lender to sell Participations as aforesaid, or make assignments of its interest in the parties and their respective successors and assigns and shall inure to the benefit of and be enforceable by any holder hereof. (b) Bank Loan as hereinafter provided in this Section. A Lender may at any time pledge assign to any bank or other institution with the consent of Administrative Agent and, provided there exists no Event of Default, of Borrower, which consents shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other institutions which are majority owned subsidiaries of a Lender or of the parent of a Lender (each Consented Assignee or subsidiary bank or institution, an "Assignee") all or a proportionate part of all of its rights and obligations under this Agreement and its Note, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Lender, provided that, after giving effect to such assignment, in each case, the Assignee's portion of the Loan and, in the case of a partial assignment of a Lender's interest, the assigning Lender's portion of the Loan will each be equal to or greater than $5,000,000. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the assigning Lender of an amount equal to the purchase price agreed between such Lender and such Assignee and (iii) payment by such Assignee or by the assigning Lender to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $3,500, such Assignee shall be a party to this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the assigning Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute notes, in the form of EXHIBIT G, shall be issued to the assigning Lender (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the assigning Lender's original Note. All such substitute notes shall constitute "Notes" and the obligations evidenced by such substitute notes shall constitute Obligations for all purposes of this Agreement and the other Loan Documents. In connection with Borrower's execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute notes and any related documents as Administrative Agent may reasonably request. If the Assignee is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 7.13. Borrower, Administrative Agent and Lenders shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with assignments in accordance with the foregoing provisions of this Section, provided, however, that no such modifications shall increase Borrower's liability or obligations, or decrease its rights, in respect of the Loan. Any Lender may at any time freely assign all or any portion of its rights under this Agreement and its Note to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release Bank the transferor Lender from its obligations under hereunder. Borrower recognizes that in connection with a Lender's selling of Participations or making of assignments, any of or all documentation, financial statements, appraisals and other data, or copies thereof, relevant to Borrower, Guarantor or the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time may be exhibited to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and retained by any such Participant or Assignee or prospective Participant or Assignee, Borrower shall issue one or more new promissory notes, as applicable, . A Lender's delivery of any financial statements and appraisals to any such Participant or Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such or prospective Participant or Assignee shall be accompanied by such Lender's standard confidentiality statement indicating that the same are delivered on a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extentconfidential basis. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, the Banks and be enforceable by any holder hereof. (b) their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Any Bank may at any time pledge grant to one or more banks or other institutions (each, a “Participant”) participating interests in its Loan (each, a “Participation”) subject, provided there exists no Event of Default, to Borrower’s consent, which consent shall not be unreasonably withheld or delayed. In the event of any such grant by a Bank of a Participation, whether or not Borrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations hereunder. Any agreement pursuant to which any Bank may grant a Participation shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided, however, that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver described in clauses (1) through (6) in the first paragraph of Section 12.02 without the consent of the Participant. Any Bank may at any time assign to any bank or other institution (an “Assignee”) with the consent of Administrative Agent and, so long as no Event of Default exists, of Borrower, which consents shall not be unreasonably withheld or delayed, all, or a proportionate part of all, of its rights and obligations under this Agreement and its Note(s), and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in each case, after giving effect to such assignment, the Assignee’s Loan Commitment, and, in the case of a partial assignment, the assigning Bank’s Loan Commitment, each will be equal to or greater than $10,000,000. No consent of Borrower or Administrative Agent shall be required for any assignment to a bank or other institution that is already a Bank. Additionally, no such consent(s) shall be required for the assignment by a Bank to one or more banks or other institutions which are Affiliates of such Bank, but in the event of any such assignment without such consent(s) the assigning Bank shall not be released of its obligations with respect to the assigned Loan Commitment. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent’s own account, in the amount of $3,500 and payment of the reasonable legal fees necessary for the preparation and execution of a Note and other documents needed to effectuate such assignment, such Assignee shall be a Bank Party to this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall be released from its obligations hereunder to a corresponding extent (except as otherwise set forth above) , and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute Notes shall be issued to the assigning Bank (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the original Note(s). The obligations evidenced by such substitute Notes shall constitute “Obligations” for all purposes of this Agreement and the other Loan Documents and shall be secured by the Mortgages. In connection with Borrower’s execution of substitute Notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute Notes and any related documents as Administrative Agent may reasonably request. If the Assignee is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13. No Bank may assign its rights hereunder or any part thereof to Borrower or any Affiliate of Borrower. Any Bank may at any time freely assign all or any portion of its rights under this Note Agreement and its Notes to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release the transferor Bank from its obligations under hereunder. Borrower recognizes that in connection with a Bank’s selling of Participations or making of assignments, any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to timeall documentation, financial statements, appraisals and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall executedata, or cause copies thereof, relevant to Borrower or the Loans may be executed, exhibited to and retained by any such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoingParticipant or Assignee or prospective Participant or Assignee. In addition, at the request such documentation etc. may be exhibited to and retained by Affiliates of Bank a Bank. In connection with a Bank’s delivery of any financial statements and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, appraisals to any such Participant or Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such or prospective Participant or Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from also deliver its obligations hereunder and thereunder standard confidentiality statement indicating that the same are delivered on a confidential basis. Borrower agrees to provide all assistance reasonably requested by a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of enable such Bank to sell Participations or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance make assignments of its obligations hereunder and Bxxxxxxx shall continue Loan as permitted by this Section. Each Bank agrees to deal solely and directly provide Borrower with Bank in connection with notice of all Participations sold by such Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, the Banks and be enforceable by any holder hereof. (b) their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Any Bank may at any time pledge or assign all or any portion of its rights under this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “"Participant”") participating interests in Bank’s obligation to lend hereunder and/or any or all of its Loan (the loans held by Bank hereunder"Participations"). In the event of any such grant by a Bank of a participating interest Participation to a Participant, whether or not upon notice to BorrowerBorrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder hereunder, and Bxxxxxxx Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s 's rights and obligations hereunder. (e) . Any agreement pursuant to which any Bank may furnish grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any information concerning Borrower other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in its possession from clause (1) through (5) of Section 12.02 without the consent of the Participant. Subject to the provisions of Section 10.14, any Bank may at any time assign to time to prospective Assignees any bank or other institution with the acknowledgment of Administrative Agent and Participantsthe consent of Co-Agents and, provided there exists no Event of Default, Borrower, which consents shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other institutions which are majority owned subsidiaries of a Bank or to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in each case, after giving effect to such assignment the Assignee's Loan Commitment, and, in the case of a partial assignment, the assigning Bank's Loan Commitment, each will be equal to or greater than $10,000,000, provided, further, however, that the assigning Bank shall require any such prospective Assignee or Participant to agree in writing not be required to maintain a Loan Commitment in the confidentiality minimum amount aforesaid in the event it assigns all of its rights and obligations under this Agreement and its Note. Notwithstanding the provisions of the immediately preceding sentence, the consents of Co-Agents and Borrower shall not be required in the case of assignments by any Bank provided that the Assignee thereunder (or a guarantor of such information.Assignee's obligations under this Agreement) has a credit rating of AA (or its equivalent) or better from a nationally recognized rating agency, and provided, further, however, that assignments by the Co-Agents shall remain subject to the provisions of Section 10.14. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $2,500, such Assignee shall be a Bank Party to this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute Ratable Loan Notes (and, if applicable, Swing Loan Notes) shall be issued to the assigning Bank and Assignee by

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be ------------------------- binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, the Banks and be enforceable by any holder hereof. (b) their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Any Bank may at any time pledge grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (the "Participations") subject to Borrower's consent, provided there exists no Event of Default, which consent shall not be unreasonably withheld or delayed. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in Section 12.02 without the consent of the Participant. Any Bank may at any time assign to any bank or other institution with the acknowledgment of Administrative Agent and, provided there exists no Event of Default, the consent of Borrower, which consent shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other institutions which are majority owned subsidiaries of a Bank or to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and its Notes, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in each case, after giving effect to such assignment, the Assignee's Loan Commitment, and, in the case of a partial assignment, the assigning Bank's Loan Commitment, each will be equal to or greater than $5,000,000. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee and (iii) at Administrative Agent's option, payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $2,500, on account of Administrative Agent's fees and expenses in connection with such assignment, such Assignee shall be a Bank Party to this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute Notes shall be issued to the assigning Bank (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the original Notes. The obligations evidenced by such substitute notes shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents and shall be secured by the Mortgages. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13. Any Bank may at any time assign all or any portion of its rights under this Note Agreement and its Notes to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release the transferor Bank from its obligations under hereunder. Borrower recognizes that in connection with a Bank's selling of Participations or making of assignments, any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to timeall documentation, financial statements, appraisals and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall executedata, or cause copies thereof, relevant to Borrower or the Loans may be executed, exhibited to and retained by any such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoingParticipant or assignee or prospective Participant or assignee. In addition, at the request such documentation etc. may be exhibited to and retained by Affiliates of Bank a Bank. In connection with a Bank's delivery of any financial statements and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, appraisals to any such Assignee andParticipant or assignee or prospective Participant or assignee, if such Bank has retained any shall also deliver its standard confidentiality statement indicating that the same are delivered on a confidential basis. Borrower agrees to provide all assistance reasonably requested by a Bank to enable such Bank to sell Participations or make assignments of its rights and obligations hereunder following such assignment, Loan as permitted by this Section. Each Bank agrees to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount provide Borrower with notice of the respective commitments and loans held all Participations sold by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extentBank. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, the Banks and be enforceable by any holder hereof. (b) their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Any Bank may at any time pledge grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (the "Participations") subject to Borrower's consent, provided there exists no Event of Default, which consent shall not be unreasonably withheld or delayed. In the event of any such grant by a Bank of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a Participation shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clauses (1) through (7) of Section 12.02 without the consent of the Participant. Any Bank may at any time assign to any bank or other institution with the acknowledgment of Administrative Agent and, provided there exists no Event of Default, the consent of Borrower, which consent shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other institutions which are majority owned subsidiaries of a Bank or to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and its Notes, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in each case, after giving effect to such assignment, the Assignee's Loan Commitment, and, in the case of a partial assignment, the assigning Bank's Loan Commitment, each will be equal to or greater than $10,000,000. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee and (iii) at Administrative Agent's option, payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $2,500, on account of Administrative Agent's fees and expenses in connection with such assignment, such Assignee shall be a party to this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute Notes shall be issued to the assigning Bank (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the original Notes. The obligations evidenced by such substitute notes shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents and shall be secured by the Mortgages. In connection with Borrower's execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent, at its request, an officer's certificate or other similar evidence confirming (x) that the applicable resolutions or consents authorizing the execution and delivery of the Loan Documents remain in effect and (y) the incumbency of the individual executing such substitute notes and related documents. If the Assignee is not a United States person within the meaning of Section 7701(a)(30) of the Code, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13 and shall otherwise comply with the provisions of Section 10.13. Any Bank may at any time assign all or any portion of its rights under this Note Agreement and its Notes to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release the transferor Bank from its obligations under hereunder. Borrower recognizes that in connection with a Bank's selling of Participations or making of assignments, any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to timeall documentation, financial statements, appraisals and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall executedata, or cause copies thereof, relevant to Borrower or the Loans may, subject to the provisions of Section 12.18, be executed, exhibited to and retained by any such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoingParticipant or assignee or prospective Participant or assignee. In addition, at subject to the request provisions of Section 12.18, such documentation etc. may be exhibited to and retained by Affiliates of a Bank. Borrower agrees to provide all assistance reasonably requested by a Bank and any to enable such Assignee, Borrower shall issue one Bank to sell Participations or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any make assignments of its rights and obligations hereunder following such assignment, Loan as permitted by this Section. Each Bank agrees to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount provide Borrower with notice of the respective commitments and loans held all Participations sold by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extentBank. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns and shall inure to the benefit of and be enforceable by any holder hereof. (b) Bank may at any time pledge or assign all or any portion of its rights under this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s Borrower's or any Guarantor's consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each each, an “"Assignee”"), and Borrower and each Guarantor agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note Agreement and to any other Loan Documentsdocuments, instruments and agreements executed in connection herewith as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, amendments and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement Agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documentsguaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) . Borrower may furnish any information concerning Borrower in its possession from time to time to prospective Assignees, provided that Bank shall require any such prospective Assignees to agree in writing to maintain the confidentiality of such information. Bank shall also have the unrestricted right at any time and from time to time, and without the consent of or notice to BorrowerBorrower or any Guarantor, to grant to one or more banks or other financial institutions (each each, a “"Participant”") participating interests in Bank’s 's obligation to lend hereunder and/or any or all of the loans Loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to a Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx Borrower shall continue to deal solely and directly with Bank in connection with Bank’s 's rights and obligations hereunder. (e) . Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of Borrower, the Banks and their respective successors and assigns, except that the Borrower may not assign or transfer its rights or obligations hereunder. Each Bank may, only with the prior written consent of the Borrower and the Agent, which consent shall not be enforceable unreasonably withheld, assign, or sell participation in, all or any part of any Loan to another bank or other entity, in which event (a) in the case of an assignment, upon notice thereof by any holder hereof. the Bank to the Borrower and the Agent and subject to the Borrower's and Agent's consent (as referenced above), the assignee shall have, to the extent of such assignment (unless otherwise provided therein), the same rights, benefits and obligations (including, without limitation, a ratable assumption of the assigning Bank's Commitment and Commitment Proportion hereunder) as it would have if it were a Bank hereunder; provided, however, that no assignment shall be made of or with respect to a principal amount which is less than $15,000,000 of the Commitment of the resigning Bank (e.g., in outstanding Loans and in the obligation to make future Loans) and no assignment can be made until the assigning Bank offers, upon reasonable prior written notice, the other Banks a right of first refusal to purchase such assigning Bank's interest on the same terms and conditions as are being offered by the assignee; and (b) Bank may at any time pledge or assign all or any portion in the case of its a participation, the participant shall have no rights under this Note to any of the twelve (12) Federal Reserve Banks organized Facility Documents and all amounts payable by the Borrower under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, Articles 2 and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes 3 shall be issued in replacement of, but determined as if such Bank had not in discharge of, the liability evidenced by the promissory note held by Bank prior to sold such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignmentparticipation. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Such Bank may furnish any information concerning the Borrower in its the possession of such Bank from time to time to assignees and participants (including prospective Assignees assignees and Participants, participants); provided that such Bank shall require any such prospective Assignee assignee or Participant such participant (prospective or otherwise) to agree in writing to maintain the confidentiality of such informationinformation in accordance with Section 12.14 hereof. There shall be no limit on the number of assignments or participations that may be granted by any Bank. Notwithstanding anything contained herein to the contrary each Bank shall be permitted, without the prior consent of the Borrower and without being subject to the above-referenced right of first refusal, to assign all or part of its Revolving Credit Commitment hereunder to any Federal Reserve Bank in connection with any collateral assignment thereto in the ordinary course of any such Bank's business or assign or participate all or part of its Revolving Credit Commitment hereunder to any Affiliate of such Bank.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, the Banks and be enforceable by any holder hereof. (b) Bank their respective successors and permitted assigns. Borrower may at any time pledge not assign or assign all or any portion of transfer its rights under this Note to or obligations hereunder without the prior written consent of each Bank (and any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or attempted assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and transfer without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes consent shall be issued null and void). Nothing in replacement ofthis Agreement, but not in discharge ofexpressed or implied, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party construed to this agreement confer upon any Person (other than the parties hereto, their respective successors and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) assigns permitted hereby, Indemnitees, Participants to the extent that such rights and obligations have been assigned by Bank pursuant provided in this Section 12.05 and, to the assignment documentation between extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks or the Banks) any legal or equitable right, remedy or claim under or by reason of this Agreement. Any Bank and such Assigneemay, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to the Borrower, to the Administrative Agent, the Sustainability Structuring Agent, or the Issuing Bank, at any time grant to one or more banks or other financial institutions (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person), a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Consolidated Businesses) (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunderits Loan (each a “Participation”). In the event of any such grant by a Bank of a participating interest Participation to a Participant, whether or not upon notice to BorrowerBorrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder hereunder, and Bxxxxxxx and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations hereunder.. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in the first proviso to Section 12.02 without the consent of the Participant. Any Participant hereunder shall have the same benefits as any Bank with respect to the yield protection, increased cost and tax provisions of Article III, but a Participant shall not be entitled to receive any greater payment than the Bank granting such Participation would have been entitled to receive. Each Bank that sells a participation 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit 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, letter of credit 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 Bank 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 (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Subject to the conditions set forth below, any Bank may assign to one or more assignees (each such assignee, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loan Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of: (ei) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participantsthe Borrower, provided that no consent of the Borrower shall be required for an assignment to a Bank, an Affiliate of a Bank, an Approved Fund or, if an Event of Default has occurred and is continuing, any other Assignee; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Banking Days after having received written notice thereof requesting the Borrower’s approval and containing a legend that states “REQUEST FOR APPROVAL - FAILURE TO OBJECT TO THIS REQUEST WITHIN FIVE (5) BANKING DAYS SHALL BE DEEMED APPROVAL”; (ii) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Loan Commitment to an Assignee that is a Bank with a Loan Commitment immediately prior to giving effect to such assignment; and (iii) the Issuing Bank, provided that no consent of the Issuing Bank shall require be required for an assignment of any Loan Commitment to an Assignee that is a Bank with a Loan Commitment immediately prior to giving effect to such prospective assignment. Such assignments shall be subject to the following additional conditions: (1) except in the case of an assignment to a Bank or an Affiliate of a Bank or an assignment of the entire remaining amount of the assigning Bank’s Loan Commitment or Loans, the amount of the Loan Commitment or Loans of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement; (3) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; (4) the Assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire in which the Assignee designates one or Participant more contacts to agree whom all syndicate-level information (which may contain material non-public information about the Borrower and its related parties or its securities) will be made available and who may receive such information in writing accordance with the Assignee’s compliance procedures and applicable laws, including Federal and state securities laws; and (5) no such assignment shall be made (A) to maintain the confidentiality Borrower or any of such information.the Borrower’s Affiliates or Consolidated Businesses, or (B) to any Defaulting Lender or any of its Consolidated Businesses, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person). For the purposes of this Section 12.05, the term “Approved Fund” has the following meaning:

Assignment; Participation. (a) All Any non-Defaulting Lender may, subject to Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, at any time grant to one or more parties (each, a “Participant”) participating interests in its Pro Rata Share of the terms Loan (the “Participations”) and provisions Lenders may syndicate the Loan (“Syndication”). In the event of any such grant by a Lender of a Participation to a Participant, such Lender shall remain responsible for the performance of such Lender’s obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder. Any agreement pursuant to which any Lender may grant a Participation shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower, as the case may be, hereunder and under any other Loan Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Note Agreement or any other Loan Document. Each Lender that sells a Participation shall, acting solely for this purpose as an agent of 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 Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall inure have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant or any information relating to a Participant’s interest in any loans or its other obligations under any Loan Document) except to the benefit extent that such disclosure is necessary to establish that such interest in the 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 be binding upon and be enforceable by such Lender shall treat each Person whose name is recorded in the parties and their respective successors and assigns and shall inure Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the benefit of and be enforceable by any holder hereofcontrary. Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (b) Bank A Lender may at any time pledge or assign all or any portion of its rights under this Note (x) to any Eligible Assignee with the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, or (y) to any other Person, with the twelve (12) Federal Reserve Banks organized under Section 4 prior written consent of Administrative Agent and, as long as no Event of Default is continuing, the Federal Reserve Actconsent of Borrower, 12 U.S.C. Section 341. No such pledge which Borrower consent shall not be unreasonably withheld, conditioned or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to timedelayed, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each such assignee, an “Assignee”), all or a proportionate part of such Lender’s Pro Rata Share and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to rights and obligations under this Note Agreement and to any the other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its shall assume rights and obligations hereunder following such assignmentobligations, pursuant to Bank, which new promissory notes shall be issued an Assignment and Assumption Agreement substantially in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held form annexed hereto as Exhibit C that is executed by such Assignee and Bank after giving effect to such assignmentthe assigning Lender. Upon the (i) execution and delivery of appropriate assignment documentationsuch instrument, amendments, and any other documentation required by Bank in connection with such assignment, and the (ii) payment by such Assignee to the assigning Lender of an amount equal to the purchase price agreed to by Bank between such Lender and such AssigneeAssignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent’s own account, in the amount of $5,000, such Assignee shall be a party to this agreement Agreement and shall have all of the rights and obligations of Bank hereunder (a Lender as set forth in such Assignment and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such AssigneeAssumption Agreement, and Bank the assigning Lender shall be released from its such Lender’s obligations hereunder and thereunder to a corresponding extent, and no further consent or action by any party shall be required. Without limiting the provisions of Section 8.01(h) hereof, if the Assignee is not incorporated under the laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes. Notwithstanding anything contained herein to the contrary, no Lender shall have the right to assign less than $5,000,000 of such Lender’s interest under this Agreement and the other Loan Documents; provided, however, if such Lender’s entire interest under this Agreement and the other Loan Documents is less than $5,000,000, such Lender may assign the entire portion of such lesser amount. (c) Borrower, Guarantors, Administrative Agent and Lenders shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with assignments in accordance with the foregoing provisions of this Section 8.01 and which do not materially and adversely affect Borrower. (d) Bank shall have the unrestricted right Any Lender may at any time assign all or any portion of such Lender’s rights under this Agreement and from time the Notes to timea Federal Reserve Bank, and without central bank or any Federal Home Loan Bank (including the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Federal Home Loan Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank New York). No such assignment shall remain responsible for release the performance of transferor Lender from its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank Borrower recognizes that in connection with a Lender’s Participations or its Syndication of its Pro Rata Share of the Loan, any or all documentation, financial statements, appraisals and other data, or copies thereof, relevant to Borrower, Guarantor or the Loan may furnish any information concerning Borrower in its possession from time be exhibited to time to prospective Assignees and Participants, provided that Bank shall require retained by any such prospective Participant or Assignee or prospective Participant or Assignee. Borrower hereby consents to agree the release of any and all Borrower information to such parties and Borrower hereby holds Administrative Agent and Lenders harmless from any and all liability due to the release of Borrower’s financial information by Administrative Agent or any Lender to any such party. (f) Borrower agrees to cooperate with Lenders in writing connection with any sale or transfer of the Loan, Syndication or any Participation created pursuant to this Article VIII. At the written request of Administrative Agent and, to the extent not already required to be provided by Borrower under this Agreement, Borrower shall take such actions for the benefit of, and use such efforts to provide information not in the possession of, Administrative Agent in order to satisfy the market standards (which may include such holder’s delivery of information with respect to Borrower, Guarantors and the Properties to any Participant or Assignee or prospective Participant or Assignee) to which the holder of the Notes customarily adheres or which may be reasonably required in the marketplace in connection with such sales or transfers, including, without limitation, to: (i) provide (x) updated financial, budget and other information with respect to the Properties, Borrower and Guarantors and (y) modifications and/or updates to the appraisals, market studies, environmental reviews and reports obtained in connection with the making of the Loan (all of the foregoing being referred to as the “Provided Information”), together, if customary, with appropriate verification and/or consents of the Provided Information through letters of auditors or opinions of counsel of independent attorneys acceptable to Lenders; provided, however, that none of the foregoing shall be required more than one time per calendar year; (ii) make non-material changes to the organizational documents of Borrower, Guarantors or their principals; (iii) subject to the rights of tenants, permit site inspections, appraisals of the Properties, as may be reasonably requested by the holder of the Notes or as may be necessary in connection with the Participations or Syndications; (iv) make the representations and warranties with respect to the Properties, Borrower, Guarantors and the Loan Documents as such Persons have made in the Loan Documents (as the same may be updated to reflect changes in facts and circumstances); (v) execute such amendments to the Loan Documents as may be reasonably requested by Administrative Agent, including, without limitation, bifurcation of the Loan into two or more components and/or separate notes and/or creating a senior/subordinate note structure; provided, however, that Borrower and Guarantors shall not be required to modify or amend any Loan Document if such modification or amendment would change the interest rate or the stated maturity set forth in the Notes or otherwise materially affect any rights or obligations of Borrower or any Guarantor thereunder, except in connection with a bifurcation of the Loan which may result in varying fixed interest rates, but which shall have the same weighted average coupon of the original Notes, and no such separation of the Notes into multiple notes or components shall result in any actual or potential increase in the effective interest rate on the Loan by reason of the actual or potential disproportionate repayment of various components of the Loan (i.e. there shall be no “rate creep”); and (vi) have reasonably appropriate personnel participate in a meeting and/or presentation for the potential Participants or Lenders. (g) At the option of Lenders, the Loan may be serviced by a servicer/trustee selected by Lenders (“Servicer”) and Lenders may delegate all or any portion of Lenders’ responsibilities under this Agreement and the other Loan Documents to such servicer/trustee pursuant to a servicing agreement between Lenders and such servicer/trustee. Lenders shall provide Borrower with notice of the same. (h) Each Person that is not incorporated under the laws of the United States or a state thereof who becomes an Assignee, a Participant or a successor Administrative Agent pursuant to Section 9.09 hereof hereby agrees to deliver to Borrower and Administrative Agent, upon Borrower’s or Administrative Agent’s written request, as the case may be, two (2) accurate and complete original duly executed copies of all form(s) and all associated documentation necessary to establish in accordance with U.S. Treasury regulations such Person’s entitlement to a complete exemption from United States federal backup and foreign withholding taxes with respect to all payments to be made to or for the account of such Person under this Agreement and the other Loan Documents, and to update such form(s) and documentation as reasonably necessary, to maintain such complete exemption from United States federal backup and foreign withholding taxes. If Borrower is resident for tax purposes in the confidentiality United States and any Lender is a foreign person (i.e., a person other than a United States person for United States federal income tax purposes), such Lender shall deliver to Borrower on or prior to date hereof (or, in the case of a successor or assign of a Lender, the date on which such successor or assign becomes a successor or assign), two (2) accurate and complete original duly executed copies of all form(s) and all associated documentation necessary to establish in accordance with U.S. Treasury regulations such Lender’s entitlement to a complete exemption from United States federal backup and foreign withholding taxes with respect to all payments to be made to or for the account of such informationPerson under this Agreement and the other Loan Documents. In addition, such Lender shall update such form(s) and documentation as reasonably necessary, to maintain such complete exemption from United States federal backup and foreign withholding taxes. Notwithstanding the foregoing, in no event will a Lender’s failure to deliver any such copies or documents hereunder, affect, postpone or relieve Borrower from any obligation to pay interest, principal and other amounts due under the Loan Documents (other than amounts due hereunder as a result of a Lender’s failure to deliver such copies or documents). (i) Notwithstanding anything to the contrary in this Agreement, all third party costs and expenses incurred by Administrative Agent, any Lender, Borrower or Guarantors in connection with requests and requirements made under this Article VIII (including, without limitation, reasonable fees and disbursements of Borrower’s and Guarantors’ counsel) shall be paid by the Lender(s) making such request.

Assignment; Participation. (a) All the terms and provisions of this Note shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns and shall inure to the benefit of and be enforceable by any holder hereof. (b) Bank Lender may at any time pledge or assign all or any portion of its rights under this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice no cost to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunderLoan (each a “Participation”). In the event of any such grant by Bank Lender of a participating interest Participation to Participant, a Participant (whether or not upon Borrower was given notice to Borrowerthereof), Bank Lender shall remain responsible for the performance of its obligations hereunder hereunder, and Bxxxxxxx Borrower shall continue to deal solely and directly with Bank Lender in connection with Bank’s all rights and obligations hereunder. . Such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver, without the consent of the Participants, which would effect any of the following: (a) reduce the principal of, or interest on, the Note or any fees due hereunder or any other amount due hereunder or under any other Loan Document; (b) postpone any date fixed for any payment of principal of, or interest on, the Note or any fees due hereunder or under any other Loan Document; (c) release any material portion of the Properties or other Collateral for the Loan other than in accordance with the Loan Documents; (d) release any Guarantor, in whole or in part, other than in accordance with the Loan Documents; or (e) Bank increase the Loan amount. Each Participant shall have the right to effect a Securitization with respect to its Participation interest. Borrower agrees to provide all assistance reasonably requested by Lender to enable Lender to sell Participations as aforesaid, or make assignments of its interest in the Loan as hereinafter provided in this Section. Borrower and Lender shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Lender, be necessary or desirable in connection with assignments in accordance with the foregoing provisions of this Section; provided, however, that no such modifications shall increase Borrower’s liability or obligations, or decrease its rights, in respect of the Loan. Lender and any Participant may furnish at any information concerning time freely assign all or any portion of its rights under this Agreement and the Note. Notwithstanding anything in this Agreement to the contrary, Borrower recognizes that in its possession from time connection with Lender’s selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and other data, or copies thereof, relevant to time Borrower, any Guarantor, any Collateral or the Loan may be exhibited to prospective Assignees and Participants, provided that Bank shall require retained by any such Participant or assignee or prospective Assignee Participant or assignee. Lender’s delivery of any financial statements and appraisals to any such Participant to agree in writing to maintain or assignee or prospective Participant or assignee shall be accompanied by Lender’s standard confidentiality statement indicating that the confidentiality of such informationsame are delivered on a confidential basis.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon the Borrower, and be enforceable by the parties and their respective Borrower's heirs, devisees, representatives, successors and assigns assigns, and shall inure to the benefit of Lender and be enforceable by its successors and assigns; provided, however, that the Borrower shall not assign or encumber any holder hereof. (b) Bank may at any time pledge or assign all or any portion of its rights under this Note to any interest of the twelve (12) Federal Reserve Banks organized under Section 4 Borrower hereunder without the prior written consent of the Federal Reserve ActLender. The Lender may, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consentsell or offer to sell the Loan, to assign all or any portion of its rights and obligations hereunder interests therein, to one or more banks assignees or participants (provided that the Lender will not, unless an Event of Default exists, assign the Loan to a non-Affiliate without the Borrower's prior consent, such consent not to be unreasonably withheld) and is hereby authorized to disseminate any information it now has or hereafter obtains pertaining to the Loan, including, without limitation, any security for the Loan and credit or other financial institutions (each an “Assignee”)information on the Borrower and its Affiliates, any of its principals and Borrower agrees that it shall executeany guarantor, to any assignee or cause participant or prospective assignee or prospective participant, to be executed, such documentsthe Lender's affiliates, including without limitationlimitation NationsBanc Xxxxxxxxxx Securities LLC, amendments to this Note any regulatory body having jurisdiction over the Lender and to any other Loan Documentsparties as necessary or appropriate in the Lender's reasonable judgment. The Borrower shall execute, as Bank shall deem necessary acknowledge and deliver any and all instruments reasonably requested by the Lender in connection therewith and to effect the foregoing. In additionextent, at the request of Bank and if any, specified in any such Assignee, Borrower shall issue one assignment or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assigneeparticipation, such Assignee shall be a party to this agreement and companies, assignees or participants shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) benefits with respect to the extent that Loan Documents as such rights and obligations persons would have been assigned by Bank pursuant to if such persons were the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations Lender hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, the Banks and be enforceable by any holder hereof. (b) Bank their respective successors and permitted assigns. Borrower may at any time pledge not assign or assign all or any portion of transfer its rights under this Note to or obligations hereunder without the prior written consent of each Bank (and any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or attempted assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and transfer without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes consent shall be issued in replacement ofnull and void). Any Bank may, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of the Borrower or notice to Borrowerthe Administrative Agent, to at any time grant to one or more banks or other financial institutions (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Consolidated Businesses) (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunderits Loan (each a “Participation”). In the event of any such grant by a Bank of a participating interest Participation to a Participant, whether or not upon notice to BorrowerBorrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder hereunder, and Bxxxxxxx Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s rights and obligations hereunder.. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in the first proviso to Section 12.02 without the consent of the Participant. Any Participant hereunder shall have the same benefits as any Bank with respect to the yield protection and increased cost provisions of Article III, but a Participant shall not be entitled to receive any greater payment than the Bank granting such Participation would have been entitled to receive. Each Bank that sells a participation 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 Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Bank shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit 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, letter of credit 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 Bank 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 (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. Subject to the conditions set forth below, any Bank may assign to one or more assignees (an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Loan Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) of: (ei) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participantsthe Borrower, provided that Bank no consent of the Borrower shall require be required for an assignment to a Bank, an Affiliate of a Bank, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee; provided that the Borrower shall be deemed to have consented to any such prospective Assignee assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Banking Days after having received written notice thereof requesting the Borrower’s approval and containing a legend that states “REQUEST FOR APPROVAL - FAILURE TO OBJECT TO THIS REQUEST WITHIN FIVE (5) BANKING DAYS SHALL BE DEEMED APPROVAL”; (ii) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment of any Loan Commitment or Participant Loan to agree in writing an assignee that is (A) a Bank holding Loans immediately prior to maintain the confidentiality giving effect to such assignment, (B) an Affiliate of such informationBank, or (C) an Approved Fund with respect to such Bank. Such assignments shall be subject to the following additional conditions: (1) except in the case of an assignment to a Bank or an Affiliate of a Bank or any Approved Fund or an assignment of the entire remaining amount of the assigning Bank’s Loan Commitment or Loans, the amount of the Loan Commitment or Loans of the assigning Bank subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing; (2) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Bank’s rights and obligations under this Agreement, except that this clause (2) shall not prohibit any Bank from assigning all or a portion of its rights and obligations among separate tranches of Loans on a non-pro rata basis; (3) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500; (4) the assignee, if it shall not be a Bank, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or its securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws; and (5) no such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Consolidated Businesses, or (B) to any Defaulting Lender or any of its Consolidated Businesses, or any Person who, upon becoming a Bank hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural person.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, the Banks and be enforceable by any holder hereof. (b) their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Any Bank may at any time pledge grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan (the "Participations") with the consent of Administrative Agent, which consent shall not be unreasonably withheld or delayed. In the event of any such grant by a Bank of a participating interest to a Participant, whether or not Borrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations hereunder. Any agreement pursuant to which any Bank may grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in clauses (1) through (5) of Section 12.02 without the consent of the Participant. Subject to the provisions of Section 10.14, any Bank may at any time assign to any bank or other institution with the acknowledgment of Administrative Agent and the consent of UBS and, provided there exists no Event of Default, of Borrower, which consents shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other institutions which are majority owned subsidiaries of a Bank or to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in each case, after giving effect to such assignment the Assignee's Loan Commitment and, in the case of a partial assignment, the assigning Bank's Loan Commitment, each will be equal to or greater than Fifteen Million Dollars ($15,000,000). Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of Two Thousand Five Hundred Dollars ($2,500), such Assignee shall be a Bank Party to this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute Ratable Loan Notes shall be issued to the assigning Bank (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the original Ratable Loan Note of the assigning Bank. The obligations evidenced by such substitute notes shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents. If the Assignee is not incorporated under the laws of the United States of America or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13. Each Assignee shall be deemed to have made the representations contained in, and shall be bound by the provisions of, Section 10.13. Any Bank may at any time assign all or any portion of its rights under this Agreement and its Note to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release the transferor Bank from its obligations under hereunder. Borrower recognizes that in connection with a Bank's selling of Participations or making of assignments, any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to timeall documentation, financial statements and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall executedata, or cause copies thereof, relevant to Borrower or the Loans may be executed, exhibited to and retained by any such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoingParticipant or assignee or prospective Participant or assignee. In addition, at the request connection with a Bank's delivery of Bank any financial statements and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, appraisals to any such Assignee andParticipant or assignee or prospective Participant or assignee, if such Bank has retained any shall also indicate that the same are delivered on a confidential basis. Borrower agrees to provide all assistance reasonably requested by a Bank to enable such Bank to sell Participations or make assignments of its rights and obligations hereunder following such assignment, Loan as permitted by this Section. Each Bank agrees to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount provide Borrower with notice of the respective commitments and loans held all Participations sold by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extentBank. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, Lenders and be enforceable by any holder hereof. (b) Bank their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Any Lender may at any time pledge grant to one or more banks or other institutions (each a "Participant") participating interests in its Loan ("Participations"). In the event of any such grant by a Lender of a Participation to a Participant, whether or not Borrower or Administrative Agent was given notice, such Lender shall remain responsible for the performance of its obligations hereunder, and Borrower and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations hereunder. Any agreement pursuant to which any Lender may grant a Participation shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document or the Subordination Agreement; provided, however, that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver described in clauses (i) through (viii) of Section 12.02 without the consent of the Participant. Subject to the provisions of Section 10.17, any Lender may at any time assign (x) to any bank or other financial institution with (A) the acknowledgment of Administrative Agent, (B) the consent of Xxxxxxx Xxxxx, (C) provided there exists no Event of Default, the prior written consent of Borrower and (D) unless the bank or other financial institution has assets of at least $500,000,000, has a net worth of at least $250,000,000 and in all respects other than net worth and assets meets the requirements for an "Institutional Investor" (as defined in the Mortgage), the consent of the Required Lenders, none of which consents listed above shall be unreasonably withheld or delayed, or (y) to one of the existing Lenders, to one or more of the institutions listed on EXHIBIT G or to one or more banks or other institutions which are majority owned subsidiaries of a Lender or of the Parent of a Lender (each such bank or other institution described in clause (x) or (y) above, an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and the Note, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Lender, provided that, in each case, after giving effect to such assignment the Assignee's Loan Commitment, and, in the case of a partial assignment, the assigning Lender's Loan Commitment, each will be equal to or greater than $10,000,000; provided, further, however, that the assigning Lender shall not be required to maintain a Loan Commitment in the minimum amount aforesaid in the event it assigns all of its rights and obligations under this Agreement and the Note. Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the assigning Lender of an amount equal to the purchase price agreed between such Lender and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $3,500, such Assignee shall be a Lender under this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the assigning Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. If the Assignee is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13. Each Assignee shall be deemed to have made the representations contained in, and shall be bound by the provisions of, Section 10.13. Any Lender may at any time freely assign all or any portion of its rights under this Agreement and the Note to any of the twelve (12) a Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341Bank. No such pledge or assignment or enforcement thereof shall release Bank the transferor Lender from its obligations under hereunder. Borrower recognizes that in connection with a Lender's selling of Participations or making of assignments, any or all documentation, financial statements, appraisals and other data, or copies thereof, relevant to Borrower, Guarantor or the Loans may be exhibited to and retained by any such Participant or assignee or prospective Participant or assignee. In connection with a Lender's delivery of any financial statements and appraisals to any such Participant or assignee or prospective Participant or assignee, such Lender shall also indicate that the same are delivered on a confidential basis. Borrower agrees, at no material cost or expense, and without expanding Borrower's liability already provided for in the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign provide all assistance reasonably requested by a Lender to enable such Lender to sell Participations or any portion make assignments of its rights and obligations hereunder Loan as permitted by this Section. Each Lender agrees to one or more banks or other financial institutions (each an “Assignee”), provide Administrative Agent and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request with notice of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held all Participations sold by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extentLender. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunder. In the event of any such grant by Bank of a participating interest to Participant, whether or not upon notice to Borrower, Bank shall remain responsible for the performance of its obligations hereunder and Bxxxxxxx shall continue to deal solely and directly with Bank in connection with Bank’s rights and obligations hereunder. (e) Bank may furnish any information concerning Borrower in its possession from time to time to prospective Assignees and Participants, provided that Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, Lenders and be enforceable by any holder hereof. (b) Bank their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Any Lender may at any time pledge or assign all or any portion of its rights under this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “"Participant”") participating interests in Bank’s obligation to lend hereunder and/or any or all of the loans held by Bank hereunderits Loan ("Participations"). In the event of any such grant by Bank a Lender of a participating interest Participation to a Participant, whether or not upon notice to BorrowerBorrower or Administrative Agent was given notice, Bank such Lender shall remain responsible for the performance of its obligations hereunder hereunder, and Bxxxxxxx Borrower and Administrative Agent shall continue to deal solely and directly with Bank such Lender in connection with Bank’s such Lender's rights and obligations hereunder. . Any agreement pursuant to which any Lender may grant a Participation shall provide that such Lender shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any other Loan Document, including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided, however, that such participation agreement may provide that such Lender will not agree to any modification, amendment or waiver of this Agreement described in clauses (ei) Bank through (vii) of Section 12.02 without the consent of the Participant. Any Lender may furnish at any information concerning Borrower in its possession from time assign to time to prospective Assignees and Participantsany bank or other institution with the consent of Administrative Agent and, provided there exists no Event of Default, of Borrower, which consents shall not be unreasonably withheld or delayed, or to one or more banks or other institutions which are majority owned subsidiaries of a Lender or of the Parent of a Lender (each such consented to bank or other institution, or subsidiary bank or institution, an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and its Notes, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Lender, provided that, in each case, after giving effect to such assignment the Assignee's Loan Commitment, and, in the case of a partial assignment, the assigning Lender's Loan Commitment, each will be equal to or greater than $10,000,000; provided, further, however, that Bank the assigning Lender shall require any such prospective Assignee or Participant to agree in writing not be required to maintain a Loan Commitment in the confidentiality minimum amount aforesaid in the event it assigns all of its rights and obligations under this Agreement and its Notes. Upon (i) execution and delivery of such informationinstrument, (ii) payment by such Assignee to the assigning Lender of an amount equal to the purchase price agreed between such Lender and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $3,500, such Assignee shall be a Lender under this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the assigning Lender shall be released from its obligations hereunder to a corresponding extent, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute Notes shall be issued to the assigning Lender (in the case of a partial assignment) and Assignee by Borrower, in exchange for the return of the original Notes of the assigning Lender. The obligations evidenced by such substitute notes shall constitute "Obligations" for all purposes of this Agreement and the other Loan Documents and shall be secured by the Mortgages. In connection with Borrower's execution of substitute notes as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute notes and any related documents as Administrative Agent may reasonably request. If the Assignee is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 10.13.

Assignment; Participation. (a) All the terms and provisions of this Note This Agreement shall inure to the benefit of and be binding upon and be enforceable by the parties and their respective successors and assigns upon, and shall inure to the benefit of of, Borrower, Administrative Agent, the Banks and be enforceable by any holder hereof. (b) their respective successors and permitted assigns. Borrower may not assign or transfer its rights or obligations hereunder. Any Bank or its Designated Lender may at any time pledge or assign all or any portion of its rights under this Note to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release Bank from its obligations under any of the Loan Documents. (c) Bank shall have the unrestricted right at any time or from time to time, and without Bxxxxxxx’s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each an “Assignee”), and Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Note and to any other Loan Documents, as Bank shall deem necessary to effect the foregoing. In addition, at the request of Bank and any such Assignee, Borrower shall issue one or more new promissory notes, as applicable, to any such Assignee and, if Bank has retained any of its rights and obligations hereunder following such assignment, to Bank, which new promissory notes shall be issued in replacement of, but not in discharge of, the liability evidenced by the promissory note held by Bank prior to such assignment and shall reflect the amount of the respective commitments and loans held by such Assignee and Bank after giving effect to such assignment. Upon the execution and delivery of appropriate assignment documentation, amendments, and any other documentation required by Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Bank and such Assignee, such Assignee shall be a party to this agreement and shall have all of the rights and obligations of Bank hereunder (and under any and all other Loan Documents) to the extent that such rights and obligations have been assigned by Bank pursuant to the assignment documentation between Bank and such Assignee, and Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (d) Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice to Borrower, to grant to one or more banks or other financial institutions (each a “"Participant”") participating interests in Bank’s obligation to lend hereunder and/or any or all of its Loan (the loans held by Bank hereunder"Participations"). In the event of any such grant by a Bank of a participating interest to a Participant, whether or not upon notice to BorrowerBorrower or Administrative Agent was given notice, such Bank shall remain responsible for the performance of its obligations hereunder hereunder, and Bxxxxxxx Borrower and Administrative Agent shall continue to deal solely and directly with such Bank in connection with such Bank’s 's rights and obligations hereunder. (e) . Any agreement pursuant to which any Bank may furnish grant such a participating interest shall provide that such Bank shall retain the sole right and responsibility to enforce the obligations of Borrower hereunder and under any information concerning Borrower other Loan Document including, without limitation, the right to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such participation agreement may provide that such Bank will not agree to any modification, amendment or waiver of this Agreement described in its possession from clauses (1) through (7) of Section 12.02 without the consent of the Participant. Subject to the provisions of Section 10.14, any Bank may at any time assign to time to prospective Assignees any bank or other institution with the acknowledgment of Administrative Agent and Participantsthe consent of UBS and, provided that there exists no Event of Default, of Borrower, which consents shall not be unreasonably withheld or delayed (such assignee, a "Consented Assignee"), or to one or more banks or other institutions which are majority owned subsidiaries of a Bank or to the Parent of a Bank (each Consented Assignee or subsidiary bank or institution, an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement and its Note, and such Assignee shall assume rights and obligations, pursuant to an Assignment and Assumption Agreement executed by such Assignee and the assigning Bank, provided that, in each case, after giving effect to such assignment the Assignee's Loan Commitment and, in the case of a partial assignment, the assigning Bank's Loan Commitment, each will be equal to or greater than Fifteen Million Dollars ($15,000,000). Upon (i) execution and delivery of such instrument, (ii) payment by such Assignee to the Bank of an amount equal to the purchase price agreed between the Bank and such Assignee and (iii) payment by such Assignee to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of Two Thousand Five Hundred Dollars ($2,500), such Assignee shall be a Bank Party to this Agreement and shall have all the rights and obligations of a Bank as set forth in such Assignment and Assumption Agreement, and the assigning Bank shall require be released from its obligations hereunder to a corresponding extent, and no further consent or action by any such prospective party shall be required. Upon the consummation of any assignment pursuant to this paragraph, substitute Ratable Loan Notes shall be issued to the assigning Bank (in the case of a partial assignment) and Assignee or Participant to agree by Borrower, in writing to maintain the confidentiality of such information.exchange for